Presto (PRST) Enters 7.75M Share Stock Purchase Agreements

On November 17, 2023, Presto (NASDAQ: PRST) entered into common stock purchase agreements (the “Purchase Agreements”) with several investors (the “Purchasers”) relating to the issuance and sale of an aggregate of 7,750,000 shares of the Company’s common stock, par value $0.0001 per share (the “Offering”).

Pursuant to the Purchase Agreements, the Company will issue 4,000,000 shares of common stock at an offering price of $1.00. The offering also includes the issuance of 3,750,000 shares of common stock to one investor and its related party at an average price of $0.80 per share. The aggregate gross proceeds to the Company from the Offering are expected to be approximately $7,000,000, before deducting placement agent fees and other estimated Offering expenses payable by the Company. The Offering closed on November 21, 2023, subject to customary closing conditions.

The Purchase Agreements include antidilution provisions relating to future issuances or deemed issuances of the Company’s common stock from November 21, 2023 to April 1, 2024 at a price per share below $1.00, which would require the Company to issue additional shares of common stock to the Purchasers, upon the terms and subject to the conditions contained in the Purchase Agreements. If these anti-dilution provisions are triggered in the future, the issuance of additional shares thereunder will dilute the percentage ownership interest of all stockholders, will dilute the book value per share of the Company’s common stock and will increase the number of the Company’s outstanding shares, which could depress the market price of the Company’s common stock.

The Offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-275112), which was previously filed with the Securities and Exchange Commission (the “SEC”) on October 20, 2023 and declared effective on October 30, 2023, and a prospectus supplement, dated November 17, 2023, and accompanying prospectus, dated October 30, 2023.

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