CDTi to Raise Approximately $3.1 Million
November 23 2015 - 8:45AM
Clean Diesel Technologies, Inc. (Nasdaq:CDTI) ("CDTi" or "the
Company") announced it is raising approximately $3.1 million in
gross proceeds in a registered offering of common stock and
warrants to institutional investors.
The Company is selling 883,862 shares of common stock and
pre-funded warrants to purchase 1,686,138 shares of common stock at
a price per share of $1.22 and a price per pre-funded warrant of
$1.21 in the registered offering. The pre-funded warrants will have
an exercise price of $0.01 per share. Concurrently in a private
placement, the Company is issuing Series A warrants to purchase
771,000 shares of common stock at an exercise price of $1.70 per
share, which are not exercisable for seven months from issuance and
are exercisable for five years thereafter. In addition, in exchange
for the surrender and cancellation of outstanding warrants to
purchase 856,393 shares of common stock with a weighted average
exercise price of $3.19 per share, CDTi is issuing warrants to
purchase 856,393 shares of common stock at an exercise price of
$1.70, which the Company refers to as the exchange warrants. The
exchange warrants are not exercisable for seven months from
issuance and will expire seven months after the expiration date set
forth in the corresponding cancelled warrants.
The net proceeds from the sale of the shares and the warrants,
after deducting placement agent fees, commissions and expense
reimbursements and other estimated offering expenses payable by
CDTi, will be approximately $2.6 million, which does not include
any potential proceeds from the cash exercise of any warrants. CDTi
intends to use the net proceeds from this offering (including any
resulting from the exercise of the warrants, if any) for general
corporate purposes, including, but not limited to, working capital,
general and administrative expenses, capital expenditures,
implementation of strategic priorities, and as otherwise disclosed
in the prospectus supplement.
Oppenheimer & Co. Inc. is acting as lead placement agent and
Lake Street Capital Markets, LLC is acting as co-placement agent.
The offering is expected to close on Nov. 27, 2015, subject to the
satisfaction of customary closing conditions.
The shares and warrants described above are being offered by
CDTi pursuant to a registration statement previously filed with and
subsequently declared effective by the Securities and Exchange
Commission. A prospectus supplement relating to the offering has
been filed with the SEC and will be available on the SEC's website
at www.sec.gov. The Series A warrants and exchange warrants are
being offered in a private placement under Section 4(a)(2) under
the Securities Act of 1933 (the "Securities Act"), and Rule 506(b)
promulgated thereunder and have not been registered under the
Securities Act.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. Copies of the
prospectus supplement and accompanying base prospectus relating to
this offering may be obtained from Oppenheimer & Co. Inc., c/o
Broadridge Financial Services, 1155 Long Island Avenue, Edgewood,
NY, 11717, Attn: Prospectus Department, or by calling (631)
274-2806 or by accessing the SEC's website at www.sec.gov.
About CDTi
CDTi manufactures and distributes vehicle emissions control
products that leverage its advanced materials technology. CDTi's
proprietary technologies provide high-value sustainable solutions
to reduce hazardous emissions, increase energy efficiency and lower
the carbon intensity of on- and off-road combustion engine systems.
With a continuing focus on innovation-driven commercialization and
global expansion, CDTi's breakthrough Powder-to-Coat (P2C™)
technology exploits its high-performance, advanced low-platinum
group metal (PGM) emission reduction catalysts. Key technology
platforms include Mixed Phase Catalyst (MPC®), Base Metal Activated
Rhodium Support (BMARS™), Synergized PGM (SPGM™), Zero PGM (ZPGM™)
and Spinel™. Headquartered in Oxnard, California, CDTi has
operations in Canada, Japan, the United Kingdom and Sweden. For
more information, please visit www.cdti.com.
Forward-Looking Statements
Certain statements included in this press release are intended
as "forward-looking statements." These statements include
assumptions, expectations, predictions, intentions or beliefs about
future events, particularly the consummation of the transaction
described above. All such statements are subject to certain risks
and uncertainties, many of which are difficult to predict and
generally beyond the control of the Company, which could cause
actual results to differ materially from those expressed in, or
implied or projected by, the forward-looking information and
statements. These risks and uncertainties include, but are not
limited to, risks related to: the Company's ability to satisfy
certain conditions to closing on a timely basis or at all, as well
as other risks and uncertainties described under the "Risk Factors"
contained in the Company's periodic and interim SEC reports,
including but not limited to, its Annual Report on Form 10-K, its
Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K
filed from time to time with the SEC. Readers are cautioned not to
place undue reliance on these forward-looking statements that speak
only as of the date hereof, and the Company does not undertake any
obligation to revise and disseminate forward-looking statements to
reflect events or circumstances after the date hereof, or to
reflect the occurrence of or non-occurrence of any events.
Contact Information:
Becky Herrick or Cathy Mattison LHA (IR Agency) +1 415 433 3777
bherrick@lhai.com cmattison@lhai.com
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