Kalera Public Limited Company Announces $10.0 Million Private Placement
July 07 2022 - 11:40AM
Kalera Public Limited Company (“Kalera” or the “Company”) (Nasdaq:
KAL), a vertical farming company headquartered in Orlando, Florida,
announced today that it has entered into a securities purchase
agreement with a single institutional investor to raise
approximately $10.0 million through the private placement of
2,500,000 shares of common stock (or pre-funded warrants in lieu
thereof), 2,500,000 Series A Warrants and 2,500,000 Series B
Warrants. Each share of common stock (or pre-funded warrant in lieu
thereof) is being sold together with accompanying warrants at a
combined effective purchase price of $4.00. The Series A Warrants
will be exercisable six months from the date of issuance at an
exercise price of $4.41 per share and will expire two years from
the date of issuance. The Series B Warrants will be exercisable six
months from the date of issuance at an exercise price of $4.41 per
share and will expire five and a half years from the date of
issuance. The closing of the private placement is expected to occur
on July 11, 2022, subject to the satisfaction of certain customary
closing conditions set forth in the securities purchase agreement.
Maxim Group LLC is acting as sole placement
agent for the offering.
The shares of common stock, pre-funded warrants,
Series A Warrants and Series B Warrants described above have not
been registered under the Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent registration
with the Securities and Exchange Commission (SEC) or an applicable
exemption from such registration requirements. The securities were
offered only to accredited investors. Pursuant to a registration
rights agreement with the investor, the Company has agreed to file
one or more registration statements with the SEC covering the
resale of the shares of common stock and the shares issuable upon
exercise of the pre-funded warrants and Warrants.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities,
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.
About Kalera
Kalera is a vertical farming company
headquartered in Orlando, Florida. Kalera uses technology to ensure
that more people around the world have access to the freshest, most
nutritious, and cleanest products available. It has spent several
years optimizing plant nutrient formulas and developing an advanced
automation and data acquisition system with Internet of Things,
cloud, big data analytics and artificial intelligence capabilities.
Kalera currently operates farms in the US (in Orlando, Florida;
Atlanta, Georgia; Houston, Texas and Denver, Colorado), as well as
in Kuwait. Additional farms are under development. More information
is available at www.kalera.com.
Forward-Looking Statements
This communication includes certain statements
that are not historical facts but are forward-looking statements
for purposes of the safe harbor provisions under the applicable
securities laws. Forward-looking statements generally are
accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would,"
"plan," "predict," "potential," "seem," "seek," "future,"
"outlook," and similar expressions that predict or indicate future
events or trends or that are not statements of historical
matters.
These forward-looking statements include, but
are not limited to, statements regarding the terms and conditions
of the transactions disclosed herein, the timing of the
consummation of such transactions. These statements are based on
various assumptions and/or on the current expectations of Kalera's
management. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as and
must not be relied on by any investor or other person as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of Kalera.
These forward-looking statements are subject to a number of risks
and uncertainties, including but not limited to general economic,
financial, legal, political and business conditions and changes in
domestic and foreign markets; changes in the assumptions underlying
Kalera's expectations regarding its future business; the effects of
competition on Kalera's future business; and the outcome of
judicial proceedings to which Kalera is, or may become a party.
If the risks materialize or assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that Kalera presently do not know or currently
believe are immaterial that could also cause actual results to
differ materially from those contained in the forward-looking
statements. In addition, forward-looking statements reflect
expectations, assumptions, plans or forecasts of future events and
views as of the date of this communication. Kalera anticipate that
subsequent events and developments will cause these assessments to
change. However, while Kalera may elect to update these
forward-looking statements at some point in the future, Kalera
specifically disclaims any obligation to do so, except as required
by applicable law. These forward-looking statements should not be
relied upon as representing Kalera's assessments as of any date
subsequent to the date of this written communication. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
Media Contact:Kate
Komarzeckkomarzec@lambert.com (616) 916-4092
Investor Relations Contact:Aparna MehraEric
Birgeir@kalera.com(313) 309-9500
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