NEW YORK and TORONTO, June 28,
2021 /CNW/ -- The Real Brokerage Inc. ("Real" or
the "Company") (TSXV: REAX) (NASDAQ: REAX), a national,
technology powered real estate brokerage in the United States, announces that it has
received C$32,845,011.20 in proceeds
from accelerated warrant exercises.
The warrant exercises follow Real's listing of its common shares
("Common Shares") on The Nasdaq Capital Market (the
"Nasdaq") on June 15, 2021. In
connection with the Nasdaq listing, Real delivered an "Acceleration
Notice" to certain funds managed by Insight Venture Management LLC
("Insight Partners") providing for the acceleration of the
expiry date to 5:00 p.m. (Eastern
Time) on June 30, 2021 of an
aggregate of 4,321,712 post-consolidated, previously issued Common
Share purchase warrants (the "Warrants"), issued to Insight
Partners on December 2, 2020, at a
post-consolidated exercise price of C$7.60 per Common Share. All Warrants held by
Insight Partners were exercised for Common Shares.
"We are pleased to have received over C$32.8 million in proceeds from these warrant
exercises which further strengthens our balance sheet," said
Tamir Poleg, co-founder and CEO of
Real. "We feel the warrant exercises reflect the value Insight
Partners sees in the future of Real and we would like to thank them
for their continued support."
The Warrants were issued to Insight Partners as part of the
previously announced US$20 Million
strategic investment by Insight Partners into the Company on
December 2, 2020. For further details
of the Insight investment, please see the Company's press release
dated December 3, 2020.
Early Warning Disclosure
This press release is issued under the early warning provisions
of the Canadian securities legislation. The following private
equity funds managed by Insight Partners and indirectly controlled
by Insight Holdings Group, LLC, acquired 4,321,712 Common Shares
pursuant to the exercise of the Warrants (and reference to
"Insight Funds" in this section "Early Warning Disclosure"
means the following funds): Insight Partners XI, L.P.; Insight
Partners (Cayman) XI, L.P.; Insight Partners XI (Co-Investors),
L.P.; Insight Partners XI (Co-Investors) (B), L.P.; Insight
Partners (Delaware) XI, L.P.; and
Insight Partners (EU) XI, S.C.Sp.
Prior to the Warrant exercise, Insight Funds had ownership and
control of (i) preferred units of a U.S. subsidiary of the
Company, Real PIPE, LLC (the "Preferred
Units"), exchangeable for 4,321,712 Common Shares, (ii)
nil Common Shares, (iii) Warrants exercisable for 4,321,712 Common
Shares and (iv) options of Real ("Options") exercisable for
25,000 Common Shares, collectively representing approximately
19.47% of the issued and outstanding Common Shares on a
partially-diluted basis assuming (a) the exchange of all of the
Preferred Units owned or controlled by Insight Partners for Common
Shares, (b) the exercise of all of the Warrants owned or controlled
by Insight Partners for Common Shares and (c) the exercise of all
of the Options owned or controlled by Insight Partners for Common
Shares.
Immediately after the Warrant exercise, Insight Partners,
through certain funds managed by Insight Partners, have ownership
and control of (i) Preferred Units exchangeable for 4,321,712
Common Shares, (ii) 4,321,712 Common Shares (representing
approximately 12.05% of the issued and outstanding Common Shares on
a non-diluted basis), (iii) nil Warrants and (iv) Options
exercisable for 25,000 Common Shares, collectively representing
approximately 19.47% of the issued and outstanding Common Shares on
a partially-diluted basis and assuming (a) the exchange of all of
the Preferred Units owned or controlled by Insight Partners for
Common Shares and (b) the exercise of all of the Options owned or
controlled by Insight Partners for Common Shares.
Insight Funds acquired the Common Shares for investment
purposes. An early warning report with additional information in
respect of the foregoing matters will be filed and made available
www.sedar.com under Real's profile. To obtain copies of the early
warning report, please contact Insight Funds at the details
below.
The address of the Insight Funds is c/o Insight Venture
Management LLC, 1114 Avenue of the Americas, Floor 36, New York, NY, 10036. Contact: Andrew Prodromos, Insight Partners,
(212)-931-5239.
Real's head office is located at 133 Richmond Street West, Suite
302, Toronto, Ontario, M5H
2L3.
About Real
Real (www.joinreal.com) is a
technology-powered real estate brokerage operating in 31 U.S.
states and the District of
Columbia. Real is building the brokerage of the future,
together with agents and their clients. Real creates financial
opportunities for agents through better commission splits,
best-in-class technology, revenue sharing and equity
incentives.
Contact Information
Press, for more information,
please contact:
The Real Brokerage Inc.
Ryan Birchmeier
ryan@therealbrokerage.com
201-564-4221
Investors, for more information, please contact:
Hayden IR
James Carbonara
james@haydenir.com
646-755-7412
Forward-Looking Information
This press release contains forward-looking information within
the meaning of applicable Canadian securities laws. Forward-looking
information is often, but not always, identified by the use of
words such as "seek", "anticipate", "believe", "plan", "estimate",
"expect", "likely" and "intend" and statements that an event or
result "may", "will", "should", "could" or "might" occur or be
achieved and other similar expressions. These statements reflect
management's current beliefs and are based on information currently
available to management as at the date hereof. Forward-looking
information in this press release includes, without limiting the
foregoing, information relating the business and strategic plans of
the Company.
Forward-looking information is based on assumptions that may
prove to be incorrect, including but not limited to Real's business
objectives, expected growth, results of operations, performance,
business projects and opportunities and financial results. Real
considers these assumptions to be reasonable in the circumstances.
However, forward-looking information is subject to known and
unknown risks, uncertainties and other factors that could cause
actual results, performance or achievements to differ materially
from those expressed or implied in the forward-looking information.
These factors should be carefully considered and readers should not
place undue reliance on the forward-looking statements. Although
the forward-looking statements contained in this press release are
based upon what management believes to be reasonable assumptions,
Real cannot assure readers that actual results will be consistent
with these forward-looking statements. These forward-looking
statements are made as of the date of this press release, and Real
assumes no obligation to update or revise them to reflect new
events or circumstances, except as required by law.
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. NASDAQ has neither approved nor disapproved the
contents of this press release.
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SOURCE The Real Brokerage Inc.