On January 18, 2024, Radvision Ltd (RVSN) entered into a binding term sheet (the “Term Sheet”) directly with a global investment firm (the “Lead Investor”) for the purchase and sale in a private placement (the “Private Placement”) of units (the “Units”) consisting of (i) one ordinary share of the Company and (ii) one and a half warrants to purchase ordinary shares of the Company (the “Warrants”) to the Lead Investor and other investors (collectively, the “Investors”) acceptable to the Lead Investor and the Company. The Private Placement is expected to close on or about February 1, 2024, subject to the satisfaction of customary closing conditions. The Private Placement is being made without an underwriter, placement agent, broker, or dealer.
The Lead Investor committed to purchase a minimum of $2.5 million of Units, up to a maximum of $3 million of Units, at a purchase price per Unit equal to 65% of the lower of (i) the closing price of the Company’s ordinary shares on the trading day immediately prior to the signing of the Term Sheet and (ii) the 5-day average of the closing price of the Company’s ordinary shares during the five trading day period immediately prior to the signing of the Term Sheet (the “Unit Purchase Price”).
The number of ordinary shares issuable upon exercise of the Warrants shall initially be equal to 150% of the number of ordinary shares purchased by the Investors in the Private Placement, subject to adjustments as set forth therein. The Warrants shall have an exercise price equal to the Unit Purchase Price, subject to certain adjustments and certain anti-dilution protection, will be exercisable upon issuance and will have a term of 5.5 years from the date of issuance.
In addition, while the Warrants are outstanding, the Investors shall not, and shall cause its affiliates to not enter into or effect, directly or indirectly, hedging transactions that establish a net short position. The Company has agreed to reimburse the Investor, upon the closing of the Private Placement, for actual and documented fees and expenses incurred up to $10,000.