Sophic Capital to enhance GA Pizza’s engagement
with analysts and investors
General Assembly Holdings Limited (the “Company”
or “GA Pizza”) (TSXV: GA), an innovative, premium
consumer packaged goods brand dedicated to making delicious pizzas
available to everyone, everywhere, is pleased to announce that it
has engaged Sophic Capital Inc. (“Sophic”) to provide
capital markets advisory services under an agreement dated December
20, 2021 (the “Agreement”). The Agreement and the
obligations of the Company under the Agreement are subject to the
approval of the TSX Venture Exchange (the "TSXV").
“GA Pizza is in a period of rapid growth, as we deepen our
wholesale and direct-to-consumer channels across Canada and
optimize our newly reopened flagship restaurant,” said Ali Khan
Lalani, Founder and Chief Executive Officer of GA Pizza. “We
continue to see significant growth opportunities ahead for General
Assembly in the frozen pizza category, and after careful
consideration chose a partner that can help amplify our story to a
large, sophisticated group of investors and capital markets
professionals. Sophic’s extensive experience supporting the growth
of entrepreneurial businesses and its unsurpassed knowledge of
capital markets make it an ideal partner as we prepare for a new
era of expansion.”
“We’ve been following GA Pizza closely as it evolved from a
restaurant concept to a fast-growing premium CPG company with a
recurring revenue subscription service”, said Sean Peasgood,
President and CEO of Sophic Capital. “We believe there remains
a significant whitespace opportunity in the frozen section of
grocery to disrupt the pizza category, while continuing to build
the brand through new store development and growth in the DTC pizza
subscribers. On behalf of Sophic’s partners and employees, I’d like
to thank General Assembly Holdings for selecting us to develop its
capital markets strategy and expand communication of this
innovative, fast-growing story.”
Services to be provided by Sophic pursuant to the Agreement will
include assisting the Company in the preparation of an investor
communications plan, investor materials, news releases, roadshows
and conference calls. Sophic will also introduce the Company to its
network of professional analysts, as well as institutional and
retail investors.
Sophic’s engagement will extend for a period of six months
commencing on December 20, 2021 (the "Effective
Date"), and renew automatically for successive six-month
terms unless earlier terminated by the parties. The Agreement
allows for mutual termination for convenience on 30 days notice,
except during the initial six-month period.
GA Pizza will pay Sophic a fee of $10,000 per month. In
addition, on the Effective Date, Sophic will receive an aggregate
of 100,000 stock options under the Company’s stock option plan (the
“Initial Options”), and on the later to occur of the six (6)
month anniversary of the Effective Date (the “Renewal Date”)
and the Company’s completion of an equity financing raising
aggregate gross proceeds of at least $5 million, Sophic will
receive such additional number of stock options under the Company's
stock option plan (the Renewal Options”, and together with
the Initial Options, each, an “Option”, and collectively,
the “Options”) as will result in a total number of stock
options issued to Sophic, inclusive of the Initial Options, that is
equal to 1% of the Company’s issued and outstanding Class A common
shares (“Common Shares”) as at the Renewal Date. Each Option
will be exercisable to acquire one Common Share at an exercise
price of $0.69 per Common Share, in the case of the Initial
Options, and the greater of (i) the closing price per Common Share
on the TSXV for the day immediately preceding the Renewal Date, and
(ii) the lowest price permitted by the TSXV, in the case of the
Renewal Options. The Options will vest and become exercisable as to
25% on a quarterly basis commencing on the three-month anniversary
of the date of issuance. The Options shall continue to be
exercisable until the earlier to occur of the date that is 12
months following the date Sophic ceases to be an eligible
participant under the Company’s stock option plan and the date that
is 10 years following the issuance the Options. Issuance of the
Options is subject to review and approval by the TSXV.
Including the Options, Sophic holds, directly or indirectly,
such number of Common Shares, and securities convertible or
exercisable into Common Shares, as is, on a fully diluted basis,
equal to less than 5% of the Company's currently issued and
outstanding Common Shares.
About GA Pizza
GA Pizza began its life as a fast-casual pizza restaurant in the
heart of Toronto. Four years later, we also offer a
freezer-to-table consumer packaged goods line and a revolutionary
direct-to-consumer eCommerce experience—not to mention a pizza box
with more than one pizza in it. Our ambition? Make delicious pizzas
available to everyone, everywhere. We’re always working to take
pizza to new heights—from showing the world that better pizza is
possible, to finding new spaces and places to deliver unrivaled
pizza experiences. Find us in your freezer or visit gapizza.com for
more information.
Visit invest.gapizza.com or gapizza.com for more
information.
About Sophic Capital
Sophic Capital is a capital markets advisory firm for public and
private growth companies. It specializes in developing complete
capital markets strategies for companies across all stages of
development. Its team collectively has almost 50 years of
experience in capital markets and relevant industry sectors in
multiple jurisdictions. Its depth of knowledge in the technology,
clean technology, consumer and industrial markets combined with
decades of experience working in the capital markets, makes Sophic
Capital an ideal partner to help lower companies’ cost of capital,
and accelerate their growth.
Cautionary Notice
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Forward-Looking
Information
This press release contains statements which constitute
“forward-looking information” or “forward-looking statements”
(together “forward-looking information”) within the meaning of
applicable securities laws, including statements regarding the
plans, intentions, beliefs, and current expectations of the Company
with respect to future business activities and operating
performance. Forward-looking information is often identified by the
words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”,
“anticipate”, “believe”, “estimate”, “expect” or similar
expressions and includes information regarding anticipated
increases to the Company's production capacity at the master
facility and the Company's growth strategy.
Investors are cautioned that forward-looking information is not
based on historical facts but instead reflect the Company’s
management’s expectations, estimates or projections concerning
future results or events based on the opinions, assumptions and
estimates of management considered reasonable at the date the
statements are made. Although the Company believes that the
expectations reflected in such forward-looking information are
reasonable, such information involves risks and uncertainties, and
undue reliance should not be placed on such information, as unknown
or unpredictable factors could have material adverse effects on
future results, performance, or achievements of the combined
company. Among key factors and risks that could cause actual
results to differ materially from those projected in the
forward-looking information may include, without limitation, the
following: there being no market for the securities of the Company;
the Company’s limited operating history; global economic risk;
COVID-19’s impact on the Company; the general economic environment;
cybersecurity risks; financial projections may prove materially
inaccurate or incorrect; the Company may experience difficulties to
forecast sales; general competition in the industry from other
companies; management of growth-related risks; reliance on
management; risks relating to insurance; changes in food and supply
costs could adversely affect profitability and ultimately our
results of operations; our business could be adversely affected by
increased labour costs or difficulties in finding suitable
employees; changes in customer tastes and preferences, spending
patterns and demographic trends could cause sales to decline;
changes in nutrition and food regulation; failure to establish our
master production facility; failure to expand production capacity;
disruption at our facilities; government regulation of the food
industry creating risks and challenges; risk associated with food
safety and consumer health; changes in internet and social media
search algorithms; risks associated with leasing commercial and
retail space; third party reliance for shipping and payment
processing; environmental laws; we may not persuade customers of
the benefits of paying our prices for higher-quality food; our
marketing and advertising strategies may not be successful, which
could adversely impact our business; requirements for further
financing; the Company may prioritize customer growth and
engagement and the customer experience over short-term financial
results. This forward-looking information may be affected by risks
and uncertainties in the business of the Company and market
conditions.
Should one or more of these risks or uncertainties materialize,
or should assumptions underlying the forward-looking information
prove incorrect, actual results may vary materially from those
described herein as intended, planned, anticipated, believed,
estimated, or expected. Although the Company has attempted to
identify important risks, uncertainties and factors which could
cause actual results to differ materially, there may be others that
cause results not to be as anticipated, estimated or intended. The
Company does not intend, and does not assume any obligation, to
update this forward-looking information except as otherwise
required by applicable law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211221005262/en/
Media Tat Read, Senior Lead, Partnerships &
Communications, GA Pizza tat@gapizza.com
Investor Relations Eric Balshin, Sophic Capital
647-559-7557 invest@gapizza.com
Ali Khan Lalani, Chief Executive Officer & Founder, GA Pizza
invest@gapizza.com
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