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Radcom Ltd.
today announced that it has signed a
definitive agreement with investors regarding a private placement transaction
(PIPE), subject to certain customary conditions.
According to the terms of the definitive agreement, Radcom will issue ordinary
shares to the investors at an aggregate purchase price of approximately $3.5
million, with a price per share based on the average closing price of Radcom's
ordinary shares on the NASDAQ Capital Market during the 30 trading days prior
to the execution date of the definitive agreement, less a discount of 12%. The
investors will also be granted warrants to purchase one ordinary share for
every three ordinary shares that they purchase in the transaction. The
exercise price of the warrants will be equal to the purchase price per share
to be paid in the transaction plus 25%, and they will be exercisable for a
period of three years from the date of issuance. In addition, Radcom has
agreed to register with the U.S. Securities and Exchange Commission the resale
of the shares and the shares underlying the warrants.
One of the investors in the PIPE is Mr. Zohar Zisapel, the Company's Chairman,
who may be deemed a controlling shareholder of the Company, and who will
invest through entities controlled by him. Subject to the approval of Radcom's
shareholders, Mr. Zisapel will invest approximately $1.1 million. Pursuant to
the requirements of Israeli law for transactions with controlling
shareholders, and the Nasdaq Listing Rules for issuances above 20%, in order
to approve Mr. Zisapel's participation in the transaction, Radcom plans to
call a special meeting of shareholders to be held at the offices of Radcom at
24 Raoul Wallenberg Street, Tel Aviv, Israel. Pursuant to Israeli law, the
approval of the participation of Mr. Zisapel in the transaction requires a
special majority of Radcom's shareholders (the affirmative vote of the holders
of a majority of the voting power of Radcom present, in person or by proxy,
and voting on the matter, provided that either (i) at least a majority of the
shares of shareholders who do not have a personal interest in the resolution
are voted in favor of the matter or (ii) the total number of shares of
shareholders who do not have a personal interest in the resolution voted
against the matter does not exceed two percent of Radcom's outstanding
ordinary shares), at the meeting.
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