As previously announced on the Company's October 2, 2017 Form
8-K, the Company entered into an Equity Purchase Agreement with
Kodiak, dated September 15, 2017 and effective September 26, 2017,
for $2 Million in equity financing (the "Purchase Agreement"). A
summary of the terms of the Purchase Agreement provides that:
- -- nFusz may from time to time, or all at once, in its sole
discretion, "put" shares of its common stock to Kodiak for
aggregate gross proceeds of up to $2,000,000.
-- Kodiak shall pay the Company 80% of the volume weighted average
price of the Company's common stock as reported by OTC Markets
Group, Inc. during the five days immediately preceding the
closing date determined by the Company.
-- Kodiak's obligation to purchase nFusz's common shares under the
Purchase Agreement is not contingent on the trading volume of the
Company's common stock. Other than the 9.99% "beneficial ownership
limitation," there is no limit on the number of shares the
Company may require Kodiak to purchase until the aggregate purchase
price reaches $2,000,000. The Purchase Agreement also contains a
'no shorting' provision.
-- Kodiak's obligation to purchase shares of the Company's common
stock under the Purchase Agreement is subject to certain
conditions, including the Company obtaining an effective
registration statement for shares of the Company's common stock to
be sold under the Purchase Agreement.
The newly-filed Form S-1 registers up to 25,000,000 shares of
nFusz common stock that may be issued to Kodiak pursuant to the
Purchase Agreement. At our current volume weighted average share
price of approximately $0.10, the 20% discount would result in a
sale price of $0.08 per share, or approximately $2,000,000 in net
proceeds. If all 25,000,000 shares are eventually sold, our current
outstanding share count of common stock as of September 30, 2017
would increase from 112,735,353 shares to 137,735,353 shares
outstanding. If our share price falls in the interim, the amount of
funding we receive under the Purchase Agreement could be less than
$2,000,000. Alternatively, if our share price rises in the interim,
fewer than 25,000,000 shares will need to be sold in order to
receive the entire $2,000,000 in committed proceeds.
nFusz CEO, Rory J. Cutaia, explained, "This
deal structure is somewhat unique, especially for an OTC listed
company. It's basically on-demand capital. It allows us to draw
funds as and when we determine, in amounts not limited by the then
current trading volume of our stock. It assures us access to
capital on terms that minimize dilution to our shareholders with
whom our interests are aligned. And it allows us to focus our time
on growing this incredibly exciting business," continues Mr.
Cutaia.
"We're very excited to partner with Rory and his brilliant team
at nFusz," states Ryan Hodson, Managing Member of
Kodiak. "Their interactive video CRM technology is a category
killer and one of the most exciting companies we have in our
portfolio. They've got all the right ingredients to be a huge
success, generating what we expect will be impressive returns for
their shareholders, as well as our own. We're pleased that we can
provide the growth capital this company needs to realize their full
potential and beyond," Mr. Hodson adds.
About nFusz, Inc.
nFusz, Inc. (OTCQB: FUSZ) is a Hollywood-based digital tech
company. Our proprietary next generation interactive video
technology is the core of our new broadcast and cloud-based,
Software-as-a-Service (SaaS) products. We offer subscription-based
Customer Relationship Management (CRM), sales lead generation, and
social engagement software on mobile and desktop platforms for
sales-based organizations, consumer brands, and artists seeking
greater levels of engagement and higher conversion rates. Our
software platform can accommodate any size campaign or sales
organization, and is enterprise-class scalable to meet the needs of
today's global organizations. Our service is built around our
proprietary 'Video-First' Notifi technology, which places
interactive video front and center in all customer and prospect
communications. With our flagship product, notifiCRM, we've
re-invented what a CRM, lead-gen tool should be in today's
video-centric business and social environment. Now watch for our
live broadcast interactive video platform that will redefine what
'engagement' means in consumer video consumption. For more
information on nFusz, Inc., visit www.nFusz.com.
Kodiak Capital Group, LLC
Kodiak Capital Group, LLC, founded in 2009, is an operationally
driven private equity firm that partners with management to make
non-control equity investments in lower middle market businesses.
Kodiak pursues niche-market leaders that provide high-margin
products or services. Kodiak transactions typically provide
liquidity to shareholders, facilitate transition of ownership to
key managers, and allow management to capitalize on growth
opportunities while maintaining the legacy of the founders. Kodiak
has focused consistently on the lower-middle market and generated
superior returns for its partners. Kodiak is currently investing in
new platforms through a multitude of innovative financing
solutions. For more information about Kodiak Capital Group, LLC
visit www.kodiak-capital.us.
Forward-Looking and Cautionary Statements
This press release may contain "forward-looking" information
within the meaning of the Private Securities Litigation Reform Act
of 1995. In accordance with the safe harbor provisions of this Act,
statements contained herein that look forward in time that include
everything other than historical information, involve risks and
uncertainties that may affect the Company's actual results. There
can be no assurance that such statements will prove to be accurate
and there are a number of important factors that could cause actual
results to differ materially from those expressed in any
forward-looking statements made by the Company, including, but not
limited to, plans and objectives of management for future
operations or products, the market acceptance or future success of
our products, and our future financial performance. The Company
cautions that these forward-looking statements are further
qualified by other factors including, but not limited to, those set
forth in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2016, and other filings with the U.S.
Securities and Exchange Commission (available at www.sec.gov). The
Company undertakes no obligation to publicly update or revise any
statements in this release, whether as a result of new information,
future events, or otherwise.
For more information, please visit: www.nFusz.com