Soliton, Inc. announced that it has entered into definitive agreements with certain institutional and accredited investors to raise aggregate gross proceeds of approximately $9.45 million through the private placement of its equity securities. The financing was led by Remeditex Ventures, LLC, the Company’s largest shareholder, which agreed to purchase $5.0 million of the securities in the private placement.
Soliton will sell an aggregate of 675,000 shares of the Company’s common stock at $14.00 per share. Each share will be sold together with a warrant to purchase 0.7 shares of common stock. Each warrant has an exercise price of $16.00 per share. The warrants are exercisable on the effective date of the registration statement pursuant to which the resale of the shares of common stock underlying the warrants are registered and will have a term of five years from such date. The offering is expected to close on or about June 19, 2019, subject to customary closing conditions.
Soliton intends to use the net proceeds from the offering for working capital purposes.
Roth Capital Partners is acting as lead placement agent for the transaction. Boustead Securities and Maxim Group are acting as co-placement agents.
This news does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
The securities to be sold in the offering have not been registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from such registration requirements. Soliton has agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the shares of common stock, including the shares of common stock issuable upon exercise of the warrants, sold in the private placement. Soliton has agreed to file the registration statement no later than July 17, 2019. If any shares are unable to be included on the initial registration statement, Soliton has agreed to file subsequent registration statements until all the shares have been registered, and the registration rights agreement imposes certain customary cash penalties on Soliton for its failure to satisfy specified filing and effectiveness time periods.