BigBear.ai Announces Registered Direct Offering of Common Stock and Warrants
June 08 2023 - 11:24PM
Business Wire
BigBear.ai Holdings, Inc. (NYSE: BBAI) (“BigBear.ai” or the
“Company”), a leader in AI-powered decision intelligence solutions,
today announced that it has entered into a definitive agreement for
the purchase and sale of 11,848,341 shares of its common stock and
accompanying warrants initially exercisable for up to 8,886,255
shares of common stock at a combined purchase price of $2.11 per
share of common stock for aggregate gross proceeds of approximately
$25 million, before deducting underwriting discounts and
commissions and offering expenses. The warrants will become
exercisable six months after issuance, have a term of five years
from the initial exercise date and will have an exercise price of
$2.32 per share. The offering is expected to close on or about June
13, 2023, subject to satisfaction of customary closing
conditions.
The securities described above are being offered by BigBear.ai
pursuant to an effective "shelf" registration statement on Form S-3
(File No. 333-271230) previously filed with the Securities and
Exchange Commission (the “SEC”) and declared effective by the SEC
on April 21, 2023. The securities may be offered only by means of a
prospectus supplement. When available, a copy of the prospectus
supplement and accompanying prospectus relating to the offering may
be obtained by visiting the EDGAR database on the SEC’s web site at
www.sec.gov.
This press release does not constitute an offer to sell, or a
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 BigBear.ai
BigBear.ai’s mission is to deliver clarity for the world’s most
complex decisions. BigBear.ai’s AI-powered decision intelligence
solutions are leveraged in three core markets, including global
supply chains & logistics, autonomous systems and cyber.
BigBear.ai’s customers, which include the US Intelligence
Community, Department of Defense, the US Federal Government, as
well as complex manufacturing, distribution, and healthcare, rely
on BigBear.ai’s solutions to empower leaders to decide on the best
possible scenario by creating order from complex data, identifying
blind spots, and building predictive outcomes. Headquartered in
Columbia, Maryland, BigBear.ai is a global, public company traded
on the NYSE under the symbol BBAI.
Forward-Looking Statements
Forward-looking statements are statements that are not
historical facts. Words and phrases such as “anticipated,”
“forward,” “will,” “would,” “may,” “remain,” “potential,”
“prepare,” “expected,” “believe,” “plan,” “near future,” “belief,”
“guidance,” and similar expressions are intended to identify
forward-looking statements. These statements include, but are not
limited to, risks and uncertainties related to market conditions
and the satisfaction of closing conditions related to the
registered direct offering described herein. All of such statements
are subject to risks and uncertainties, and assumptions, including
those that are described in the Risk Factor sections of the
preliminary prospectus supplement for such offering to be filed
with the SEC and the documents incorporated by reference therein,
including without limitation those risks and uncertainties
identified in the “Risk Factors” section of BigBear.ai’s
Registration Statement on Form S-3 declared effective by the SEC on
April 21, 2023, the accompanying prospectus, BigBear.ai’s Annual
Report on Form 10-K for the year ended December 31, 2022, filed
with the SEC on March 31, 2023, as amended by Amendment No. 1 to
BigBear.ai’s Annual Report on Form 10-K/A, as filed with the SEC on
April 7, 2023, and other filings that BigBear.ai makes with the SEC
from time to time. All forward-looking statements contained in this
press release speak only as of the date on which they were made.
Except to the extent required by law, BigBear.ai undertakes no
obligation to update such statements to reflect events that occur
or circumstances that exist after the date on which they were
made.
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BigBear.ai Investor Contact investors@bigbear.ai
Media Contact Shane Karp media@bigbear.ai
FTI Consulting IRBigBearai@fticonsulting.com, or
investors@bigbear.ai
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