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Icon Energy Corp (NASDAQ:ICON) announced Friday that it has entered into a standby equity purchase agreement with YA II PN, Ltd., an investment fund managed by Yorkville Advisors. The agreement, signed August 27, gives Icon Energy the right, but not the obligation, to issue up to $20 million in common shares to Yorkville over a three-year period ending August 27, 2028.
Under the terms of the agreement, Icon Energy can request Yorkville to purchase common shares in increments, referred to as "Advances," by delivering written notice. Shares issued to Yorkville will be priced based on one of two options: either at 96% of the average volume weighted average price (VWAP) during a specified period on the Nasdaq Capital Market, or at 97% of the lowest daily VWAP over three consecutive trading days, depending on the company’s election at the time of each advance.
The agreement limits Yorkville’s ownership to no more than 4.99% of Icon Energy’s outstanding common shares at any time. Icon Energy must have an effective registration statement in place for resale of the shares to access funds through the agreement, and there is no guarantee that the full $20 million commitment will be available during the term.
As part of the agreement, Icon Energy paid Yorkville a $25,000 structuring and due diligence fee. Additionally, a commitment fee equal to 1% of the total commitment amount is due in two installments: half at execution and the remaining half at the earlier of $10 million in advances or six months after execution. The initial half of the fee was satisfied by issuing 45,249 common shares to Yorkville.
Shares issued under the agreement are being offered in transactions exempt from registration under the Securities Act of 1933. The company disclosed these details in a press release statement included in its SEC filing.
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