Nautilus, Inc. Announces $5,000,000 Registered Direct Offering
June 15 2023 - 8:30AM
Business Wire
Nautilus, Inc. (NYSE: NLS) (the “Company”), today
announced that it has entered into a definitive securities purchase
agreement with a certain institutional investor for the purchase
and sale of 4,098,362 shares of the Company’s common stock (or
common stock equivalents) at a purchase price of $1.22 per share of
common stock (or common stock equivalent) in a registered direct
offering. The closing of the offering is expected to occur on or
about June 20, 2023, subject to the satisfaction of customary
closing conditions.
In addition, in a concurrent private placement, the Company will
issue to the investor warrants to purchase up to 4,098,362 shares
of common stock. The warrants have an exercise price of $1.35 per
share, will be exercisable six months following the date of
issuance and will have a term of five and one-half years following
the date of issuance.
Roth Capital Partners is acting as the exclusive placement agent
for the offering.
The gross proceeds to the Company from this offering are
expected to be approximately $5 million, before deducting the
placement agent’s fees and other offering expenses payable by the
Company. The Company intends to use the net proceeds from this
offering for general corporate purposes.
The securities in the offering described above (but not the
warrants issued in the concurrent private placement or the shares
of common stock underlying the warrants) are being offered by the
Company pursuant to a “shelf” registration statement on Form S-3
(File No. 333-249979) previously filed with the Securities and
Exchange Commission (the “SEC”) and declared effective by the SEC
on October 28, 2021. The offering is being made only by means of a
prospectus, including a prospectus supplement, forming a part of
the effective registration statement, relating to the offering that
will be filed with the SEC. Electronic copies of the final
prospectus supplement and accompanying prospectus may be obtained,
when available, on the SEC’s website at http://www.sec.gov or by
contacting Roth Capital Partners, LLC at 888 San Clemente Drive,
Newport Beach CA 92660, by phone at (800) 678-9147.
The warrants described above were offered in a private placement
under Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Act”), and Regulation D promulgated thereunder and, along
with the shares of common stock underlying the warrants, have not
been registered under the Act, or applicable state securities laws.
Accordingly, the warrants and underlying shares of common stock may
not be offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Act and such applicable state
securities laws.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About Nautilus, Inc.
Nautilus, Inc. (NYSE:NLS) is a global leader in digitally
connected home fitness solutions. The Company’s brand family
includes Bowflex®, Nautilus®, Schwinn®, and JRNY®, its digital
fitness platform. With a broad selection of exercise bikes, cardio
equipment, and strength training products, Nautilus, Inc. empowers
healthier living through individualized connected fitness
experiences and in doing so, envisions building a healthier world,
one person at a time.
Headquartered in Vancouver, Washington, the Company’s products
are sold direct to consumer on brand websites and through retail
partners and are available throughout the U.S. and internationally.
Nautilus, Inc. uses the investor relations page of its website
(www.nautilusinc.com/investors) to make information available to
its investors and the market.
Forward Looking Statements
Certain statements contained in this release are
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. They are generally
identified by words such as “believes,” “may,” “expects,”
“anticipates,” “intend,” “plan,” “will,” “would,” “should” and
similar expressions. Readers should not place undue reliance on
such forward-looking statements, which are based upon the Company’s
beliefs and assumptions as of the date of this release. Examples of
forward-looking statements contained in this release include
statements about the Company’s anticipated use of proceeds from the
proposed offering and the satisfaction of customary closing
conditions related to the offering. Actual results could differ
materially due to risk factors and other items described in more
detail in the “Risk Factors” section of the Company’s Annual
Reports and other filings with the SEC (copies of which may be
obtained at www.sec.gov). Subsequent events and developments may
cause these forward-looking statements to change. The Company
specifically disclaims any obligation or intention to update or
revise these forward-looking statements as a result of changed
events or circumstances that occur after the date of this release,
except as required by applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20230614894513/en/
Investor Relations: John Mills ICR, LLC 646-277-1254
John.mills@icrinc.com
Media: John Fread Nautilus, Inc 360-859-5815
jfread@nautilus.com
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