BigBear.ai Announces $25 Million Private Placement
January 17 2023 - 8:00AM
Business Wire
BigBear.ai Holdings, Inc. (NYSE: BBAI) (“BigBear.ai” or
the “Company”), a leader in AI-powered analytics and cyber
engineering solutions, today announced that it has entered into
definitive agreements for the issuance and sale of 13,888,889
shares of the Company’s common stock, $0.0001 par value per share,
and warrants to purchase up to an additional 13,888,889 shares of
common stock at an offering price of $1.80 per share and
accompanying warrant in a private placement. The warrants will
become exercisable six months after issuance, have a term of five
years from the initial exercise date and an exercise price of $2.39
per share. The offering is expected to close on or about January
19, 2023, subject to the satisfaction of customary closing
conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
The gross proceeds from the private placement are expected to be
approximately $25 million before deducting the placement agent fees
and other offering expenses payable by the Company. The Company
intends to use the net proceeds from this offering for general
corporate purposes, including working capital.
The offer and sale of the foregoing securities in the private
placement and described above are being made in a transaction not
involving a public offering and have not been registered under
Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act“) and/or Rule 506(b) of Regulation D
promulgated thereunder and have not been registered under the
Securities Act or applicable state securities laws. Accordingly,
the securities in the private placement may not be reoffered or
resold in the United States except pursuant to an effective
registration statement with the Securities and Exchange Commission
(the “SEC”) or an applicable exemption from the registration
requirements of the Securities Act and such applicable state
securities laws.
The Company has agreed to file a registration statement with the
SEC covering the resale of the shares of the common stock and the
shares of common stock underlying the warrants in the private
placement no later than 20 days following the date of the
agreement.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of these securities described
herein, nor shall there be any sale of these securities in any
state or other jurisdiction in which such an offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other
jurisdiction.
About BigBear.ai
BigBear.ai delivers AI-powered analytics and cyber engineering
solutions to support mission-critical operations and
decision-making in complex, real-world environments. BigBear.ai’s
customers, which include the US Intelligence Community, as well as
customers in manufacturing, logistics, commercial space, and other
sectors, rely on BigBear.ai’s solutions to see and shape their
world through reliable, predictive insights and goal-oriented
advice. Headquartered in Columbia, Maryland, BigBear.ai has
additional locations in Virginia and Michigan.
Forward-Looking Statements
This press release contains “forward-looking statements.” Such
statements include, but are not limited to, statements regarding
the intended use of proceeds from private placement and statements
concerning the anticipated consummation of the private placement
and satisfaction of customary closing conditions and may be
preceded by the words “intends,” “may,” “will,” “plans,” “expects,”
“anticipates,” “projects,” “predicts,” “estimates,” “aims,”
“believes,” “hopes,” “potential” or similar words. Forward-looking
statements are not guarantees of future performance, are based on
certain assumptions and are subject to various known and unknown
risks and uncertainties, many of which are beyond the Company’s
control, and cannot be predicted or quantified and consequently,
actual results may differ materially from those expressed or
implied by such forward-looking statements. These forward-looking
statements are subject to a number of risks and uncertainties,
including changes in domestic and foreign business, market,
financial, political, and legal conditions; risks related to the
uncertainty of the projected financial information (including on a
segment reporting basis); risks related to delays caused by factors
outside of our control, including changes in fiscal or contracting
policies or decreases in available government funding; changes in
government programs or applicable requirements; budgetary
constraints, including automatic reductions as a result of
“sequestration” or similar measures and constraints imposed by any
lapses in appropriations for the federal government or certain of
its departments and agencies; influence by, or competition from,
third parties with respect to pending, new, or existing contracts
with government customers; potential delays or changes in the
government appropriations or procurement processes, including as a
result of events such as war, incidents of terrorism, natural
disasters, and public health concerns or epidemics; and increased
or unexpected costs or unanticipated delays caused by other factors
outside of our control, such as performance failures of our
subcontractors; risks related to the rollout of the business and
the timing of expected business milestones; the effects of
competition on our future business; our ability to issue equity or
equity-linked securities in the future, and those factors discussed
in the Company’s reports and other documents filed with the SEC,
including under the heading “Risk Factors.” More detailed
information about the Company and the risk factors that may affect
the realization of forward looking statements is set forth in the
Company’s filings with the SEC, including the Company’s Annual
Report on Form 10-K and its Quarterly Reports on Form 10-Q.
Investors and security holders are urged to read these documents
free of charge on the SEC’s web site at http://www.sec.gov. The
Company assumes no obligation to publicly update or revise its
forward-looking statements as a result of new information, future
events or otherwise, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20230117005465/en/
BigBear.ai Tyler Sigmon 443-430-2622 media@bigbear.ai
Reevemark Paul Caminiti/Delia Cannan/Pam Greene 212-433-4600
investors@bigbear.ai
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