Trump Media & Technology Group Corp. (NASDAQ: DJT) (“TMTG” or
the “Company”)—operator of the Truth Social platform, yet another
of President Donald J. Trump’s iconic American brands—today
announced that on June 18, 2024 the Securities and Exchange
Commission (“SEC”) has declared effective the Company’s
registration statement on Form S-1, related to the resale by
certain selling securityholders of certain shares and warrants
issued by and issuable from the Company (“Registration Statement,”
File No.
333-278678).
The Registration Statement, while effective, allows the covered
selling securityholders to publicly resell the securities covered
by the Registration Statement, subject to the satisfaction by
selling securityholders of the prospectus delivery requirements of
the Securities Act of 1933, as amended, in connection with any such
resale. In addition, TMTG’s warrants covered by the Registration
Statement have now become eligible for cash exercise. If all
warrants covered by the Registration Statement are exercised for
cash, TMTG may receive up to an aggregate of approximately $247
million in proceeds. Additionally, $40 million of restricted cash
on the Company’s balance sheet will become unrestricted as a result
of the Registration Statement becoming effective. These funds would
supplement the more than $200 million in unrestricted cash the
Company now retains.
Investors interested in exercising their warrants should
contact their registered broker.
“Today marks another milestone for Truth Social,” said TMTG CEO
Devin Nunes. “With our S-1 declared effective, we’re expecting to
be well positioned to energetically pursue TV streaming, other
enhancements to the platform, and potential mergers and
acquisitions. With approximately 620,000 retail shareholders
supporting our vision, the company looks forward to expanding
quickly and robustly.”
As part of the Registration Statement, all registered securities
are either held by or underlie securities held by existing security
holders of TMTG. TMTG will not receive any proceeds from the sale
or resale of securities by the selling security holders pursuant to
this Registration Statement, except in connection with any possible
future exercise for cash of any outstanding warrants.
The listing of an individual as a “selling securityholder” in
the Registration Statement does not mean such individual or entity
will sell their shares or is planning to sell their shares.
Notwithstanding registration of securities on the Registration
Statement, TMTG’s directors and officers, its affiliate President
Donald J. Trump, and certain other securityholders will remain
subject to a lockup period or otherwise restricted from selling any
shares at this time.
The offering of the securities covered by the registration
statement may only be made by means of a prospectus. The
registration statement and prospectus may be accessed through the
U.S. Securities and Exchange Commission's website at www.sec.gov. A
copy of the prospectus related to the offering may be obtained from
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, or by telephone at (800) 353-0103.
This press release shall not constitute an offer to sell or the
solicitation of any offer to buy, 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 TMTG
The mission of Trump Media & Technology Group (TMTG) is to
end Big Tech's assault on free speech by opening up the Internet
and giving people their voices back. TMTG operates Truth Social, a
social media platform established as a safe harbor for free
expression amid increasingly harsh censorship by Big Tech
corporations.
Investor Relations Contact:Shannon Devine (MZ Group | Partner -
MZ North America)Email: shannon.devine@mzgroup.us
Media Contact:press@tmtgcorp.com
Cautionary Statement About Forward-Looking
Statements
This press release includes forward-looking statements
regarding, among other things, the plans, strategies, and
prospects, both business and financial, of TMTG. We have based
these forward-looking statements on our current expectations and
projections about future events, including the future plans and
potential success of the streaming services under the CDN. Although
we believe that our plans, intentions, and expectations reflected
in or suggested by these forward-looking statements are reasonable,
we cannot assure you that we will achieve or realize these plans,
intentions, or expectations. Forward-looking statements are
inherently subject to risks, uncertainties, and assumptions.
Generally, statements that are not historical facts, including
statements concerning possible or assumed future actions, business
strategies, events, or results of operations, are forward-looking
statements. These statements may be preceded by, followed by, or
include the words “believes,” “estimates,” “expects,” “projects,”
“forecasts,” “may,” “will,” “should,” “seeks,” “plans,”
“scheduled,” “anticipates” or “intends” or similar expressions.
Forward-looking statements are not guarantees of future
performance, and involve risks, uncertainties and assumptions that
may cause our actual results to differ materially from the
expectations that we describe in our forward-looking statements.
There may be events in the future that we are not accurately able
to predict, or over which we have no control.
You should not place undue reliance on forward-looking
statements. Although we may elect to update forward-looking
statements in the future, we disclaim any obligation to do so, even
if our assumptions and projections change, except where applicable
law may otherwise require us to do so. Forward-looking statements
are not guarantees of performance. Readers should not put undue
reliance on these statements, which speak only as of the date
hereof. All forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their
entirety by the cautionary statements herein. Important factors
that may affect these projections or expectations include, but are
not limited to: statements about the ability of TMTG to realize the
benefits from the business combination; the ability of TMTG to
maintain the listing of TMTG common stock on Nasdaq; ability to
realize the benefit of the streaming services, its cost
effectiveness, performance, stability, and future financial
performance following the business combination; the impact of the
outcome of any known or unknown litigation or other legal
proceedings; the ability of TMTG to forecast and maintain an
adequate rate of revenue growth and appropriately plan its
expenses; expectations regarding future expenditures of TMTG; the
future revenue and effect on gross margins of TMTG; the attraction
and retention of qualified directors, officers, employees, and key
personnel of TMTG; the ability of TMTG to compete effectively in a
competitive industry; the impact of the ongoing legal proceedings
in which President Donald J. Trump is involved on TMTG’s corporate
reputation and brand; expectations concerning the relationships and
actions of TMTG and its affiliates with third parties; the short-
and long-term effects of the consummation of the business
combination on TMTG’s business relationships, operating results,
and business generally; the impact of future regulatory, judicial,
and legislative changes in TMTG’s industry; the ability to locate
and acquire complementary products or product candidates and
integrate those into TMTG’s business; Truth Social, TMTG’s initial
product, and its ability to generate users and advertisers; future
arrangements with, or investments in, other entities or
associations; competition and competitive pressures from other
companies in the industries in which TMTG operates; and changes in
domestic and global general economic and macro-economic conditions.
For a discussion of these important factors and other risks, please
read the information set forth under the caption “Risk Factors” in
our registration statement on Form S-1 and other documents filed
with the U.S. Securities and Exchange Commission, which describe
additional factors that could adversely affect our business,
financial condition, or results of operations. The Company’s SEC
filings are available publicly on the SEC website at www.sec.gov.
New risk factors emerge from time to time and it is not possible to
predict all such risk factors, nor can we assess the impact of all
such risk factors on our business, or the extent to which any
factor or combination of factors may cause actual results to differ
materially from those contained in any forward-looking
statements.
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