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Smart Powerr Corp. (NASDAQ:CREG) announced Monday that it has entered into securities purchase agreements with accredited investors for a private placement of 17,000,000 units, each consisting of one share of common stock and one warrant. The units are priced at $1.18 each, which matches the company’s closing share price on October 22. Gross proceeds from the offering are expected to total $20,060,000.
According to a statement in an SEC filing, each warrant will entitle the holder to purchase one share of common stock at an exercise price of $1.416 per share, representing 120% of the unit purchase price. The warrants will have a five-year term and include provisions limiting the maximum beneficial ownership to 4.99%, with an option for holders to increase this limit to up to 9.99%.
The company stated that proceeds from the private placement will be used for working capital and general corporate purposes.
In connection with the transaction, Smart Powerr Corp. has also entered into a registration rights agreement, requiring it to file one or more registration statements with the U.S. Securities and Exchange Commission to cover the resale of the shares and the shares issuable upon exercise of the warrants. The initial registration statement must be filed within 30 days of the closing of the private placement.
Directors and executive officers of Smart Powerr Corp. have agreed to lock-up provisions, restricting them from selling or otherwise disposing of company shares or related securities for 90 days following the closing date, subject to certain exceptions.
The private placement is being conducted in accordance with Nasdaq Listing Rule 5635(d), which allows for issuances of 20% or more of outstanding stock without shareholder approval when the offering is priced at or above the minimum price required by Nasdaq rules.
The closing of the private placement remains subject to customary closing conditions, and as of the date of the filing, no shares have been issued.
This information is based on a statement in a press release included in a recent SEC filing.
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