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DTSTART;TZID=America/New_York:20211004T080000
DTEND;TZID=America/New_York:20211004T170000
DTSTAMP:20260418T224044
CREATED:20211004T105800Z
LAST-MODIFIED:20211006T111429Z
UID:692072-1633334400-1633366800@commonstockwarrants.com
SUMMARY:The Beauty Health Company (NASDAQ: SKIN\, SKINW) Announces Redemption of All Outstanding Warrants -BEGIN
DESCRIPTION:The Beauty Health Company (“BeautyHealth” or the “Company”; NASDAQ:SKIN)\, a global category-creator in beauty health leading the charge with its flagship brand HydraFacial\, today announced that the Company will redeem all of its outstanding warrants (the “Public Warrants”) to purchase shares of the Company’s Class A common stock\, par value $0.0001 per share (the “Common Stock”)\, that were issued under the Warrant Agreement\, dated September 29\, 2020\, by and between the Company and Continental Stock Transfer & Trust Company (the “Warrant Agent”)\, as warrant agent (the “Warrant Agreement”)\, as part of the units sold in the Company’s initial public offering (the “IPO”) and that remain outstanding at 5:00 p.m. New York City time on November 3\, 2021 (the “Redemption Date”) for a redemption price of $0.10 per Public Warrant. Warrants to purchase Common Stock that were issued under the Warrant Agreement in a private placement simultaneously with the IPO and that are still held by the initial holders thereof or their permitted transferees (the “Private Warrants”) are not subject to this redemption. \n\n\n\nUnder the terms of the Warrant Agreement\, the Company is entitled to redeem all of the outstanding Public Warrants at a redemption price of $0.10 per Public Warrant if (i) the last reported sales price (the “Reference Value”) of the Common Stock is at least $10.00 per share for any twenty trading days within the thirty-day trading period ending on the third trading day prior to the date on which a notice of redemption is given and (ii) if the Reference Value is less than $18.00 per share\, the Private Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants. At the direction of the Company\, the Warrant Agent has delivered a notice of redemption to each of the registered holders of the outstanding Public Warrants. \n\n\n\nThe Public Warrants may be exercised by the holders thereof until 5:00 p.m. New York City time on the Redemption Date to purchase fully paid and non-assessable shares of Common Stock underlying such Warrants. As the Company has called for redemption of the Public Warrants pursuant to Section 6.2 of the Warrant Agreement\, payment upon exercise of the Public Warrants may be made either (i) in cash\, at an exercise price of $11.50 per share of Common Stock or (ii) on a “cashless basis” in which the exercising holder will receive a number of shares of Common Stock to be determined in accordance with the terms of the Warrant Agreement and based on the Redemption Date and the volume weighted average price (the “Fair Market Value”) of the Common Stock during the 10 trading days immediately following the date on which the notice of redemption is sent to holders of Public Warrants. The Company will inform holders of the Fair Market Value no later than one business day after such 10-trading day period ends. In no event will the number of shares of Common Stock issued in connection with an exercise on a cashless basis exceed 0.361 shares of Common Stock per Public Warrant. If any holder of Public Warrants would\, after taking into account all of such holder’s Public Warrants exercised at one time\, be entitled to receive a fractional interest in a share of Common Stock\, the number of shares the holder will be entitled to receive will be rounded down to the nearest whole number of shares. \n\n\n\nAny Public Warrants that remain unexercised at 5:00 p.m. New York City time on the Redemption Date will be void and no longer exercisable\, and the holders of those Public Warrants will be entitled to receive only the redemption price of $0.10 per Public Warrant. \n\n\n\nNone of the Company\, its board of directors or employees has made or is making any representation or recommendation to any holder of the Public Warrants as to whether to exercise or refrain from exercising any Public Warrants. \n\n\n\nThe shares of Common Stock underlying the Public Warrants have been registered by the Company under the Securities Act of 1933\, as amended\, and are covered by a registration statement filed on Form S-1 with\, and declared effective by\, the Securities and Exchange Commission (Registration No. 333-257995). The SEC maintains an Internet website that contains a copy of this prospectus. The address of that site is www.sec.gov. Alternatively\, you can obtain a copy of the prospectus from the Company’s investor relations website at https://investors.beautyhealth.com/. \n\n\n\nQuestions concerning redemption and exercise of the Public Warrants can be directed to our information agent\, Morrow Sodali LLC\, at 470 West Avenue\, Stamford\, CT 06902\, telephone number: (800) 662-5200 or email: SKIN.info@investor.morrowsodali.com. \n\n\n\nNo Offer or Solicitation \n\n\n\nThis press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any offer of any of the Company’s securities in any jurisdiction in which such offer\, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. \n\n\n\nAbout The Beauty Health Company \n\n\n\nBeautyHealth is a category-creating beauty health company focused on bringing innovative products to market. Our flagship brand\, HydraFacial\, is a non-invasive and approachable beauty health platform and ecosystem with a powerful community of estheticians\, consumers and partners\, bridging medical and consumer retail to democratize and personalize skin care solutions for the masses. Leading the charge in beauty health as a category-creator\, HydraFacial uses a unique delivery system to cleanse\, extract\, and hydrate with their patented hydradermabrasion technology and super serums that are made with nourishing ingredients\, providing an immediate outcome and creating an instantly gratifying glow in just three steps and 30 minutes. HydraFacial® and Perk™ products are available in over 87 countries with over 18\,000 Delivery Systems globally and millions of treatments performed each year. \n\n\n\nForward-Looking Statements \n\n\n\nCertain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release\, the words “estimates\,” “projected\,” “expects\,” “anticipates\,” “forecasts\,” “plans\,” “intends\,” “believes\,” “seeks\,” “may\,” “will\,” “should\,” “future\,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. The absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions\, projections and other statements about future events that are based on current expectations and assumptions and\, as a result\, are subject to risks\, uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document\, including but not limited to the risks and uncertainties set forth in the Company’s filings with the U.S. Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements\, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements\, whether as a result of new information\, future events\, or otherwise. \n\n\n\nView source version on businesswire.com:https://www.businesswire.com/news/home/20211004005846/en/ \n\n\n\nCONTACT: ICR\, Inc. \n\n\n\nInvestors: Dawn Francfort \n\n\n\nEmail:BeautyHealthIR@icrinc.comPress: Alecia Pulman \n\n\n\nEmail:alecia.pulman@icrinc.com \n\n\n\nKEYWORD: CALIFORNIA UNITED STATES NORTH AMERICA \n\n\n\nINDUSTRY KEYWORD: HEALTH LUXURY COSMETICS RETAIL FITNESS & NUTRITION \n\n\n\nSOURCE: The Beauty Health Company \n\n\n\nCopyright Business Wire 2021. \n\n\n\nPUB: 10/04/2021 04:01 PM/DISC: 10/04/2021 04:02 PM \n\n\n\nhttp://www.businesswire.com/news/home/20211004005846/en
URL:https://commonstockwarrants.com/event/the-beauty-health-company-nasdaq-skin-skinw-announces-redemption-of-all-outstanding-warrants-begin/
CATEGORIES:Warrant Redemptions
ATTACH;FMTTYPE=image/png:https://commonstockwarrants.com/wp-content/uploads/2021/10/SKIN_logo.png
END:VEVENT
BEGIN:VEVENT
DTSTART;TZID=America/New_York:20211008T080000
DTEND;TZID=America/New_York:20211008T170000
DTSTAMP:20260418T224045
CREATED:20210908T124449Z
LAST-MODIFIED:20210928T033028Z
UID:691841-1633680000-1633712400@commonstockwarrants.com
SUMMARY:Lucid Motors Announces Redemption of Outstanding Public Warrants (NSDQ: LCID\, LCIDW) -END
DESCRIPTION:NEWARK\, Calif.\, Sept. 8\, 2021 /PRNewswire/ — Lucid Group\, which is setting new standards with its advanced luxury EVs\, today announced that the Company will redeem all of its outstanding public warrants (the “Public Warrants”) to purchase shares of the Company’s Class A common stock that were issued under the Warrant Agreement dated July 29\, 2020 by and between the Company and Continental Stock Transfer & Trust Company as warrant agent (as assigned to and assumed by the Company and Equiniti Trust Company\, as transfer agent and warrant agent)\, as part of the units sold in the Company’s initial public offering (the “IPO”)\, for a redemption price of $0.01 per Public Warrant (the “Redemption Price”) that remain outstanding at 5:00 p.m. Eastern Time on October 8\, 2021 (the “Redemption Date”).   \n\n\n\n“We are pleased to announce the cashless redemption of our public warrants\,” said Peter Rawlinson\, CEO & CTO of Lucid Group. “This is an important milestone in streamlining our capital structure to eliminate outstanding public warrants at the same time as we see growing confidence in Lucid’s ground-breaking\, in-house developed electric vehicle technology\, which will soon arrive into the market in Lucid Air. Lucid has chosen in part to require cashless exercise of the Public Warrants to enable warrant holders\, including our retail investors\, to hold shares in Lucid without cash exercise. We also expect this action will minimize dilution from these public warrants.” \n\n\n\nThe Public Warrants are listed on Nasdaq under the symbol “LCIDW.” Each Public Warrant entitles the holder thereof to purchase one share of Class A common stock for a purchase price of $11.50 per share\, subject to adjustments (the “Exercise Price”). Under the terms of the Warrant Agreement\, Lucid is entitled to redeem all of the outstanding Public Warrants if the last sale price of the Class A common stock is at least $18.00 per share on each of twenty trading days within any thirty-day trading period ending on the third trading day prior to the date on which a notice of redemption is given. Lucid has directed the warrant agent to deliver a notice of redemption to each of the registered holders of the outstanding Public Warrants. Warrants to purchase Class A common stock that were issued under the Warrant Agreement in a private placement simultaneously with the IPO and still held by the initial holders thereof or their permitted transferees are not subject to this notice of redemption. \n\n\n\nThe Public Warrants will cease trading on Nasdaq at 5:00 pm Eastern Time on the Redemption Date. Any Public Warrants that remain unexercised at 5:00 pm Eastern Time on the Redemption Date will be delisted\, void and no longer exercisable\, and their holders will have no rights with respect to those Public Warrants except to receive the Redemption Price or as otherwise described in the redemption notice for holders who hold their Public Warrants in “street name.” \n\n\n\nIn addition\, in accordance with the Warrant Agreement\, Lucid’s board of directors has elected to require that\, upon delivery of the notice of redemption\, all Public Warrants are to be exercised only on a “cashless basis.” Accordingly\, holders may no longer exercise Public Warrants and receive Class A common stock in exchange for payment in cash of the $11.50 per warrant exercise price. Instead\, a holder exercising a Public Warrant will be deemed to pay the $11.50 per warrant exercise price by the surrender of 0.5542 of a share of Class A common stock (such fraction determined as described below) that such holder would have been entitled to receive upon a cash exercise of a Public Warrant. Accordingly\, by virtue of the cashless exercise of the Public Warrants\, exercising warrant holders will receive 0.4458 of a share of Class A common stock for each Public Warrant surrendered for exercise. \n\n\n\nThe number of shares of Class A common stock that each exercising warrant holder will receive by virtue of the cashless exercise (instead of paying the $11.50 per Public Warrant cash exercise price) was calculated in accordance with the terms of the Warrant Agreement and is equal to the quotient obtained by dividing (x) the product of the number of shares underlying the Public Warrants held by such warrant holder\, multiplied by the difference between $20.751\, the average last sale price of the Class A common stock for the ten trading days ending on September 2\, 2021\, the third trading day prior to the date of the redemption notice (the “Fair Market Value”) and $11.50\, by (y) the Fair Market Value. If any holder of Public Warrants would\, after taking into account all of such holder’s Public Warrants exercised at one time\, be entitled to receive a fractional interest in a share of Class A common stock\, the number of shares the holder will be entitled to receive will be rounded down to the nearest whole number of shares. \n\n\n\nQuestions concerning redemption and exercise of the Public Warrants can be directed to Equiniti Trust Company\, P.O. Box 64874\, St. Paul\, MN 55164-0874\, Attention: EQ Shareowner Services\, telephone number (833) 914-2119.  \n\n\n\nAbout Lucid GroupLucid seeks to inspire the adoption of sustainable energy by creating the most captivating electric vehicles\, centered around the human experience. The company’s first car\, Lucid Air\, is a state-of-the-art luxury sedan with a California-inspired design underpinned by race-proven technology. Featuring luxurious interior space in a mid-size exterior footprint\, select models of Air are expected to be capable of a projected EPA estimated range of over 500 miles. Customer deliveries of Lucid Air are planned to begin this year. \n\n\n\nMedia Contactmedia@lucidmotors.com \n\n\n\nTrademarks \n\n\n\nThis communication contains trademarks\, service marks\, trade names and copyrights of Lucid Group\, Inc. and its affiliates (the “Company”) and other companies\, which are the property of their respective owners. \n\n\n\nForward-Looking Statements \n\n\n\nThis communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate\,” “plan\,” “project\,” “forecast\,” “intend\,” “will\,” “expect\,” “anticipate\,” “believe\,” “seek\,” “target\,” “continue\,” “could\,” “may\,” “might\,” “possible\,” “potential\,” “predict” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. These forward-looking statements include\, but are not limited to\, statements regarding the Company’s expectations and timing related to the start of production and deliveries of the Lucid Air and the performance\, range\, and other features of the Lucid Air.  These statements are based on various assumptions\, and actual events and circumstances may differ. Forward-looking statements are subject to a number of risks and uncertainties\, including factors discussed in the Company’s Registration Statement on Form S-1\, the Company’s Annual Report on Form 10-K/A for the year ended December 31\, 2020 and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30\, 2021\, in each case\, under the heading “Risk Factors\,” as well as other documents of the Company that are filed\, or will be filed\, with the Securities and Exchange Commission. If any of these risks materialize or the Company’s assumptions prove incorrect\, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company does not presently know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition\, forward-looking statements reflect the Company’s expectations\, plans or forecasts of future events and views as of the date of this communication. However\, while the Company may elect to update these forward-looking statements at some point in the future\, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this communication. \n\n\n\nSOURCE Lucid Motors \n\n\n\n\n\n\n\nRelated Links\n\n\n\nhttp://www.lucidmotors.com
URL:https://commonstockwarrants.com/event/lucid-motors-announces-redemption-of-outstanding-public-warrants-nsdq-lcid-lcidw-end/
CATEGORIES:Warrant Redemptions
ATTACH;FMTTYPE=image/png:https://commonstockwarrants.com/wp-content/uploads/2021/08/LCID_logo.png
END:VEVENT
BEGIN:VEVENT
DTSTART;TZID=America/New_York:20211013T080000
DTEND;TZID=America/New_York:20211013T170000
DTSTAMP:20260418T224045
CREATED:20211014T054755Z
LAST-MODIFIED:20211014T054806Z
UID:692112-1634112000-1634144400@commonstockwarrants.com
SUMMARY:Janus International Group\, Inc. (NYSE: JBI\, JBI.WS) Announces Redemption of Warrants -BEGIN
DESCRIPTION:TEMPLE\, Ga.–(BUSINESS WIRE)–Janus International Group\, Inc. (NYSE: JBI) (“Janus” or the “Company”) today announced that the Company will redeem all of its outstanding warrants (the “Warrants”) to purchase shares of the Company’s common stock\, par value $0.0001 per share (the “Common Stock”)\, that were issued under the Warrant Agreement\, dated as of June 7\, 2021 by and between the Company (f/k/a Juniper Industrial Holdings\, Inc.) and Continental Stock Transfer & Trust Company (the “Warrant Agent”) and the Warrant Agreement\, dated as of July 15\, 2021\, by and between the Company and the Warrant Agent (together\, the “Warrant Agreements”)\, for a redemption price of $0.10 per Warrant (the “Redemption Price”)\, that remain outstanding at 5:00 p.m. New York City time on November 12\, 2021 (the “Redemption Date”). \n\n\n\nUnder the terms of the Warrant Agreements\, the Company is entitled to redeem all of the outstanding Warrants if the last sales price of the Common Stock has been at least $10.00 per share on the trading day prior to the date on which a notice of redemption is given. This share price performance target has been met. At the direction of the Company\, the Warrant Agent has delivered a notice of redemption to each of the registered holders of the outstanding Warrants. \n\n\n\nIn accordance with the Warrant Agreements\, upon delivery of the notice of redemption\, the Warrants may be exercised either for cash or on a “cashless basis.” Accordingly\, holders may continue to exercise Warrants and receive Common Stock in exchange for payment in cash of the $11.50 per warrant exercise price. Alternatively\, a holder may surrender Warrants for a certain number of a share of Common Stock (such fraction determined by reference to the Warrant Agreements and described in the notice of redemption) that such holder would have been entitled to receive upon a cash exercise of a Warrant. Holders of warrants that elect a “make-whole” cashless exercise of the Warrants will receive 0.3 of a share of Common Stock for each Warrant surrendered for exercise. The exercise procedures are described in the notice of redemption and the election to purchase included therein. Any Warrants that remain unexercised at 5:00 p.m. New York City time on the Redemption Date will be delisted\, void and no longer exercisable\, and the holders will have no rights with respect to those Warrants\, except to receive the Redemption Price. \n\n\n\nThe number of shares of Common Stock that each exercising warrant holder will receive by virtue of the make-whole cashless exercise (instead of paying the $11.50 per Warrant cash exercise price) was calculated in accordance with the terms of the Warrant Agreements with reference to the table set forth in Section 6.2 of the Warrant Agreements based on the fair market value of the shares of Common Stock and length of time to the applicable expiration of the Warrants. If any holder of Warrants would\, after taking into account all of such holder’s Warrants exercised at one time\, be entitled to receive a fractional interest in a share of Common Stock\, the number of shares the holder will be entitled to receive will be rounded down to the nearest whole number of shares. \n\n\n\nJanus understands from the New York Stock Exchange that November 11\, 2021\, the trading day prior to the Redemption Date\, will be the last day on which the Warrants will be traded on the New York Stock Exchange. \n\n\n\nNone of Janus\, its board of directors or employees has made or is making any representation or recommendation to any holder of the Warrants as to whether to exercise\, whether on a cash or cashless basis\, or refrain from exercising any Warrants. \n\n\n\nIssuance of the shares of Common Stock underlying the Warrants has been registered by Janus under the Securities Act of 1933\, as amended\, and is covered by a registration statement filed on Form S-1 with\, and declared effective by\, the Securities and Exchange Commission (Registration No. 333-257731). Exercise of Warrants held in “street name” should be directed through the broker of the warrant holder. In addition to the broker\, questions may also be directed to Continental Stock Transfer & Trust Company\, 1 State Street\, 30th Floor\, New York\, New York 10004\, Attention: Compliance Department\, Telephone Number (212) 509-4000 or to Morrow Sodali at (800) 662-5200 (for individuals) / (203) 658-9400 (for banks and brokerages) or by email at JBI@info.morrowsodali.com. \n\n\n\nAdditional information can be found on Janus’ Investor Relations website: https://ir.janusintl.com/. \n\n\n\nAbout Janus International Group \n\n\n\nJanus International Group\, Inc. (www.JanusIntl.com) is a leading global manufacturer and supplier of turn-key self-storage\, commercial and industrial building solutions\, including: roll-up and swing doors\, hallway systems\, re-locatable storage units and facility and door automation technologies. The Janus team operates out of several U.S. locations and six locations internationally. \n\n\n\nNo Offer or Solicitation \n\n\n\nThis communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval\, nor shall there be any sale of any securities in any state or jurisdiction in which such offer\, solicitation\, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction. \n\n\n\nForward Looking Statements \n\n\n\nCertain statements in this communication may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933\, as amended\, and Section 21E of the Securities Exchange Act of 1934\, as amended. All statements other than statements of historical fact included in this communication are forward-looking statements. When used in this communication\, words such as “may\,” “should\,” “could\,” “would\,” “expect\,” “plan\,” “anticipate\,” “believe\,” “estimate\,” “continue\,” or the negative of such terms or other similar expressions\, as they relate to the management team\, identify forward-looking statements. Such forward-looking statements are based on the current beliefs of Janus’ management\, based on currently available information\, as to the outcome and timing of future events\, and involve factors\, risks\, and uncertainties that may cause actual results in future periods to differ materially from such statements. \n\n\n\nIn addition to factors previously disclosed in Janus’ reports filed with the SEC and those identified elsewhere in this communication\, the following factors\, among others\, could cause actual results to differ materially from forward-looking statements or historical performance: (i) risks of the self-storage industry; (ii) the highly competitive nature of the self-storage industry and Janus’ ability to compete therein; and (iii) the risk that the demand outlook for Janus’ products may not be as strong as anticipated. \n\n\n\nThere can be no assurance that the events\, results\, trends or guidance regarding financial outlook identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made\, and Janus is not under any obligation and expressly disclaims any obligation\, to update\, alter or otherwise revise any forward-looking statement\, whether as a result of new information\, future events or otherwise\, except as required by law. This communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Janus and is not intended to form the basis of an investment decision in Janus. All subsequent written and oral forward-looking statements concerning Janus or other matters and attributable to Janus or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above and under the heading “Risk Factors” in Janus’ Quarterly Report on Form 10-Q filed with the SEC on August 10\, 2021 and in Janus’ other filings. \n\n\n\n\n\n\n\nContacts\n\n\n\nInvestor Contacts\, JanusRodny Nacier / Dan ScottIR@janusintl.com(770) 562-6399Media Contacts\, JanusBethany MorehouseMarketing Content Manager\, Janus International770-746-9576Marketing@Janusintl.comMargot Olcay\, ICRMargot.Olcay@ICRinc.com
URL:https://commonstockwarrants.com/event/janus-international-group-inc-nyse-jbi-jbi-ws-announces-redemption-of-warrants-begin/
CATEGORIES:Warrant Redemptions
ATTACH;FMTTYPE=image/png:https://commonstockwarrants.com/wp-content/uploads/2021/10/JANUS_logo.png
END:VEVENT
BEGIN:VEVENT
DTSTART;TZID=America/New_York:20211027T170000
DTEND;TZID=America/New_York:20211027T170000
DTSTAMP:20260418T224045
CREATED:20210928T031714Z
LAST-MODIFIED:20210928T031736Z
UID:692042-1635354000-1635354000@commonstockwarrants.com
SUMMARY:Proterra (NASDAQ: PRTA\, PTRAW) Closes Redemption of Public Warrants and Private Placement Warrants - END
DESCRIPTION:BURLINGAME\, Calif.\, Sept. 27\, 2021 (GLOBE NEWSWIRE) — Proterra Inc (Nasdaq: PTRA) today announced that it will redeem all of its public warrants (the “Public Warrants”) and private placement warrants (the “Private Placement Warrants” and\, together with the Public Warrants\, the “Warrants”) to purchase shares of Proterra’s common stock (the “Common Stock”) that are governed by the Amended and Restated Warrant Agreement\, dated as of June 14\, 2021 (the “Warrant Agreement”)\, by and among Proterra\, Computershare Trust Company\, N.A.\, a federally chartered trust company\, and Computershare Inc.\, a Delaware corporation (collectively\, “Computershare”)\, as warrant agent and transfer agent\, and that remain outstanding following 5:00 p.m. New York City time on October 27\, 2021 (the “Redemption Date”) for a redemption price of $0.10 per Warrant (the “Redemption Price”). \n\n\n\nUnder the terms of the Warrant Agreement\, Proterra is entitled to redeem all of the outstanding Public Warrants at a redemption price of $0.10 per Public Warrant if the last reported sales price (the “Reference Value”) of the Common Stock is at least $10.00 per share on any twenty trading days within the thirty trading day period ending on the third trading day prior to the date on which a notice of redemption is given and (ii) if the Reference Value is less than $18.00 per share\, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants. This share price performance requirement was satisfied as of September 22\, 2021.   Computershare\, in its capacity as warrant agent\, has delivered a notice of redemption (the “Redemption Notice”) to each of the registered holders of such outstanding Warrants on behalf of Proterra. \n\n\n\nAll Warrants may be exercised by the holders thereof until 5:00 p.m. New York City time on the Redemption Date.   As the Reference Value is less than $18.00 per share\, payment upon exercise of the Warrants may be made either (i) in cash\, at an exercise price of $11.50 per share of Common Stock (the “Cash Exercise Price”) or (ii) on a “cashless basis” in which the exercising holder will receive a number of shares of Common Stock to be determined in accordance with the terms of the Warrant Agreement and based on the Redemption Date and the volume weighted average price (the “Fair Market Value”) of the Common Stock during the 10 trading days immediately following the date on which the Redemption Notice is sent to holders of Warrants. Proterra will inform holders of the Fair Market Value no later than one business day after such 10-trading day period ends. In no event will the number of shares of Common Stock issued in connection with an exercise on a cashless basis exceed 0.361 shares of Common Stock per Warrant. If any holder of Warrants would\, after taking into account all of such holder’s Warrants exercised at one time\, be entitled to receive a fractional interest in a share of Common Stock\, the number of shares the holder will be entitled to receive will be rounded down to the nearest whole number of shares. \n\n\n\nAny Warrants that remain unexercised following 5:00 p.m. New York City time on the Redemption Date will be void and no longer exercisable\, and the holders of those Warrants will be entitled to receive only the Redemption Price. \n\n\n\nThe shares of Common Stock issuable upon exercise of the Warrants have been registered by Proterra under the Securities Act of 1933\, as amended\, and are covered by a registration statement filed on Form S-1 with\, and declared effective by\, the Securities and Exchange Commission (Registration No. 333-253079). \n\n\n\nQuestions concerning redemption and exercise of the Warrants can be directed to Georgeson\, 1290 Avenue of the Americas\, 9th Floor\, New York\, NY 10104\, telephone number 800-932-9864. \n\n\n\nFor a copy of the Redemption Notice\, please visit our investor relations website at https://ir.proterra.com.  \n\n\n\nThis press release shall not constitute an offer to sell or the solicitation of an offer to buy any Proterra securities and shall not constitute an offer\, solicitation or sale in any jurisdiction in which such offering\, solicitation or sale would be unlawful. \n\n\n\nAbout Proterra \n\n\n\nProterra is a leader in the design and manufacture of zero-emission electric transit vehicles and EV technology solutions for commercial applications. With industry-leading durability and energy efficiency based on rigorous U.S. independent testing\, Proterra products are proudly designed\, engineered\, and manufactured in America\, with offices in Silicon Valley\, South Carolina\, and Los Angeles. \n\n\n\nForward Looking Statements \n\n\n\nThis press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933\, as amended\, and Section 21E of the Securities Exchange Act of 1934\, as amended. Forward-looking statements include statements related to the redemption of the Warrants. Forward-looking statements are predictions\, projections and other statements about future events that are based on current expectations and assumptions and\, as a result\, are subject to significant risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release\, including risks and uncertainties set forth in the sections entitled “Risk Factors” in the Proterra’s prospectus dated July 9\, 2021 filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 9\, 2021\, and Proterra’s annual and quarterly reports and other filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. The forward-looking statements included in this press release speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements\, and Proterra assumes no obligation and does not intend to update or revise these forward-looking statements\, whether as a result of new information\, future events\, or otherwise. Proterra does not give any assurance that it will achieve its expectations.
URL:https://commonstockwarrants.com/event/proterra-nasdaq-prta-ptraw-announces-redemption-of-public-warrants-and-private-placement-warrants-2/
CATEGORIES:Warrant Redemptions
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