Quantum Corporation (QMCO) Commences $67.5M Rights Offering
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Quantum Corporation (Nasdaq: QMCO) (the "Company") today commenced the previously announced rights offering to raise gross proceeds of up to approximately $67.5 million (the "Rights Offering"). Under the terms of the Rights Offering, all holders of record of the Company's common stock ("Common Stock"), and holders of certain outstanding warrants to purchase shares of Common Stock issued by the Company (the "Participating Warrants"), as of 5:00 p.m. Eastern Time on March 25, 2022 (the "Record Date"), will receive, with respect to each share of Common Stock (including shares issuable upon the exercise of Participating Warrants), a subscription right to purchase 0.422572999 of a share of Common Stock, at a subscription price per share equal to $2.25 per whole share. The subscription rights may be exercised at any time during the subscription period, which commences today and ends at 5:00 p.m. Eastern Time on April 18, 2022 (the "Expiration Date"). The subscription rights will expire if they are not exercised by the Expiration Date.
The Rights Offering will include an over-subscription right to permit each rights holder that exercises its basic subscription rights in full to purchase additional shares of Common Stock that remain unsubscribed at the expiration of the offering. The availability of over-subscription rights will be subject to certain terms and conditions, including pro rata adjustments (if any), as set forth in the subscription documents. If the Rights Offering is fully subscribed, the Company expects to issue an aggregate of approximately 30,000,000 shares of Common Stock, as more fully described in the prospectus supplement, dated March 29, 2022, relating to the Rights Offering.
The Company has separately entered into an Investment Commitment Agreement with Neuberger Berman Investment Advisers LLC ("Neuberger Berman") on behalf of itself and certain funds managed by it, BRF Investments, LLC, B. Riley Securities, Inc., BRC Partners Opportunity Fund, LP, and certain of its other existing security holders (collectively, the "Committed Purchasers"), pursuant to which the Committed Purchasers have agreed to, subject to certain conditions, exercise their basic subscription rights in full, and certain funds managed by Neuberger Berman and certain other Committed Purchasers have further agreed to exercise over-subscription rights for the unsubscribed portion of the basic subscription rights, for up to an aggregate of approximately $55.0 million in the Rights Offering, subject to certain ownership limitations, pro rata adjustments (if any), and other conditions as set forth in the Investment Commitment Agreement. The subscription rights will be non-transferable. If no security holders exercise their subscription rights other than the Committed Purchasers, the Company expects to receive gross proceeds of approximately $49.0 million in the Rights Offering as a result of the ownership limitations, pro rata adjustments (if any), and other conditions as set forth in the Investment Commitment Agreement.
All of our directors and certain of our executive officers who are eligible to participate have indicated that they are planning to participate in the Rights Offering.
The Company reserves the right to amend, extend, postpone or cancel the Rights Offering at any time prior to the closing of the Rights Offering, subject to certain consent rights of the Committed Purchasers with respect any amendments as specified in the Investment Commitment Agreement.
The Company has engaged Alliance Advisors, LLC to act as information agent with respect to the Rights Offering. For questions regarding the Rights Offering, or to obtain copies of the Rights Offering prospectus supplement and any related materials, please contact the information agent, Alliance Advisors, LLC, toll free at (833) 786-6484, by email at [email protected], or by mail at Alliance Advisors, LLC, 200 Broadacres Dr., 3rd Floor, Bloomfield, NJ 07003.
The Rights Offering will be made pursuant to the Company's shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC"), and related prospectus, dated December 9, 2020, as supplemented by the prospectus supplement dated March 29, 2022. Copies of the prospectus supplement and the accompanying prospectus will be delivered to eligible holders (including holders of the Participating Warrants) of record and may also be obtained at the website maintained by the SEC at www.sec.gov. Stockholders and warrantholders are urged to carefully review the prospectus supplement and the accompanying prospectus and subscription documents and consult with their own legal and financial advisors in deciding whether or not to exercise their subscription rights.
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