HOUSTON, March 9,
2022 /PRNewswire/ -- U.S. Well Services, Inc.
(NASDAQ: USWS) ("USWS" or the "Company") today announced that it
has entered into definitive agreements with several institutional
and accredited investors for the purchase and sale, in a registered
direct offering priced at-the-market under Nasdaq rules, of
14,180,375 shares of its common stock at a purchase price of
$1.763 per share for gross proceeds
of approximately $25 million, before
deducting placement agent's fees and other offering expenses. The
Company has also agreed to issue to the investors, in a concurrent
private placement, unregistered warrants to purchase up to an
aggregate of 14,180,375 shares of common stock. The closing of the
offering is expected to occur on or about March 11, 2022, subject to the satisfaction of
customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
The warrants have an exercise price of $1.763 per share, are exercisable immediately
upon issuance and will expire three and one-half years following
the date of issuance.
USWS currently intends to use the net proceeds from the offering
for working capital purposes, including the funding of certain
capital expenditures. USWS has not yet determined the amount of net
proceeds to be used specifically for any of the foregoing
The shares of common stock described above (but not the warrants
or the shares of common stock underlying the warrants) are being
offered and sold by USWS in a registered direct offering pursuant
to an effective shelf registration statement on Form S-3, which was
filed with the Securities and Exchange Commission (the "SEC") on
March 22, 2019 and subsequently
declared effective on April 22, 2019
(File No. 333-230471) (the "Registration Statement"), and the base
prospectus dated as of April 22, 2019
contained therein. The offering of the shares of common stock is
being made only by means of a prospectus supplement that forms a
part of the effective registration statement. A final prospectus
supplement and the accompanying base prospectus relating to the
shares of common stock being offered in the registered direct
offering will be filed with the SEC and will be available on the
SEC's website located at http://www.sec.gov. Electronic copies of
the final prospectus supplement and the accompanying base
prospectus may also be obtained, when available, from H.C.
Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor,
New York, NY 10022, by phone at
(212) 856-5711 or e-mail at firstname.lastname@example.org.
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 the 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
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein. There shall not be any offer, solicitation of an offer to
buy, or sale of 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 U.S. Well Services
U.S. Well Services, Inc. is a leading provider of hydraulic
fracturing services and a market leader in electric fracture
stimulation. The Company's patented electric frac technology
provides one of the first fully electric, mobile well stimulation
systems powered by locally-supplied natural gas, including field
gas sourced directly from the wellhead. The Company's electric frac
technology dramatically decreases emissions and sound pollution
while generating exceptional operational efficiencies, including
significant customer fuel cost savings versus conventional diesel
fleets. For more information visit: www.uswellservices.com.
Information on our website is not part of this release.
The information above includes "forward-looking statements"
within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. All statements, other than statements of
historical facts, included herein concerning, among other things,
the completion of the offering, the satisfaction of customary
closing conditions related to the offering and the intended use of
net proceeds from the offering, our ability to perform under
customer contracts and the expected impact of the transactions on
the Company's financial position and prospects, if at all, are
forward-looking statements. These forward-looking statements may be
identified by their use of terms and phrases such as "may,"
"expect," "believe," "intend," "estimate," "project," "plan,"
"may," "anticipate," "will," "should," "could," and similar terms
and phrases. Although the Company believes that the expectations
reflected in these forward-looking statements are reasonable, they
do involve certain assumptions, risks and uncertainties. These
forward-looking statements represent the Company's current
expectations or beliefs concerning future events, and it is
possible that the results described in this release will not be
achieved. These forward-looking statements are subject to certain
risks, including market and other conditions, the ability and
willingness of the Organization of Petroleum Exporting Countries
("OPEC") and non–OPEC countries, such as Russia, to set and maintain production levels
and prices for oil, and the impact of epidemics, pandemics or other
major public health issues, such as the COVID–19 coronavirus, as
well as the other risks, uncertainties and assumptions identified
in this release or as disclosed from time to time in the Company's
filings with the Securities and Exchange Commission (the "SEC").
Factors that could cause actual results to differ from the
Company's expectations include changes in market conditions and
other factors described in the Company's public disclosures and
filings with the SEC, including those described under "Risk
Factors" in its annual report on Form 10-K/A for the year
ended December 31, 2020 filed on May 17, 2021 and in its
subsequently filed quarterly reports on Form 10-Q. As a
result of these factors, actual results may differ materially from
those indicated or implied by forward-looking statements.
Any forward-looking statement speaks only as of the date on
which it is made, and, except as required by law, the Company does
not undertake any obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise. New factors emerge from time to time,
and it is not possible for us to predict all such factors.
CONTACT: Josh Shapiro,
SOURCE US Well Services