Atlis Motor Vehicles, Inc. (NASDAQ: AMV) (“Atlis” or the “Company”) today announced the closing of the initial $10.0 million tranche of a total anticipated $30.0 million private placement with institutional investors.
The investment is in the form of a Senior Secured Original Issue 10% Discount Convertible Promissory Note (the “Note”), resulting in proceeds before expenses to Atlis of approximately $9.0 million. The Company expects to use the proceeds from this offering to continue executing on its business plan, including funding planned capital expenditures and working capital. The Note has a 24-month maturity. In addition, the Note will be convertible into shares of Class A common stock of the Company at an initial conversion price equal to the lesser of $15.00 per share of common stock or 92.5% of the average of the three lowest daily volume weighted average prices of the common stock during the ten trading days immediately preceding the notice of voluntary conversion of the Note, subject to adjustment as further specified in the Note. The Note will be fully repayable in cash upon maturity. In addition, the institutional investors have the option of prepayment of up to 20% of the issuance amount of a subsequent financing.
As part of the investment, the investors were also granted a five-year warrant to purchase an aggregate of 231,312 shares of common stock at an exercise price equal to the lesser of $15.00 per share or 92.5% of the average of the three lowest daily volume weighted average prices of the common stock during the ten trading days immediately preceding the notice of exercise, subject to adjustment.
Maxim Group LLC acted as the exclusive placement agent for the private placement.
Atlis has agreed to file a registration statement registering for the resale of the shares of common stock issuable upon conversion of the Note and upon exercise of the warrant. Upon the third trading day following the effectiveness of such registration statement, and subject to the satisfaction of certain conditions, a second tranche of funding will be provided by the institutional investors in the principal amount of $10.0 million, less a 10% original issuance discount, resulting in proceeds before expenses to Atlis of approximately $9.0 million. Upon the thirtieth trading day following the closing of the second tranche of funding, and subject to the satisfaction of certain conditions, a third tranche of funding will be provided by the institutional investors in the principal amount of $10.0 million, less a 10% original issuance discount, resulting in proceeds before expenses to Atlis of approximately $9.0 million. Such additional principal amounts, if funded, will be added to the principal amount of the Note, and the institutional investors will be entitled to receive an additional warrant (carrying the same terms as the initial warrant) to purchase shares of common stock equal to 30% of the face value of the Notes divided by the volume weighted average price.
The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and accordingly may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Purchase Agreement includes representations, warranties, covenants and other terms typical of a transaction of this type, the full description of which can be reviewed in documents attached to the Company’s Current Report on Form 8-K filed with the SEC. You may also obtain these documents for free when they are available by visiting the SEC’s web site at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
About Atlis Motor Vehicles, Inc.
Atlis Motor Vehicles is a startup EV ecosystem technology company developing products that will power work. Building an electric vehicle technology platform for heavy and light duty work trucks used in the agriculture, service, utility, and construction industries, Atlis intends to design products and solutions to match the towing and payload capabilities of legacy diesel-powered vehicles by developing battery technology and a modular system architecture capable of scaling to meet the specific needs of the all-electric work vehicle. For more information, visit www.atlismotorvehicles.com.
The information above includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included herein concerning, among other things, statements about our expected performance, future operating results, future global economic conditions, improvements in operating procedures and technology, our business strategy and the business strategies of our customers, the deployment of fleets in the future, planned capital expenditures, future cash flows and borrowings, pursuit of potential acquisition opportunities, our financial position, return of capital to stockholders, business strategy and objectives for future operations, are forward-looking statements. These forward-looking statements are identified by their use of terms and phrases such as “may,” “expect,” “estimate,” “outlook,” “project,” “plan,” “position,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “likely,” “should,” “could,” and similar terms and phrases. However, the absence of these words does not mean that the statements are not forward-looking. Although we believe that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties. The outlook presented herein is subject to change by the Company without notice and the Company has no obligation to affirm or update such information, except as required by law. These forward-looking statements represent our expectations or beliefs concerning future events, and it is possible that the results described in this earnings release will not be achieved. These forward-looking statements are subject to certain risks, uncertainties and assumptions identified above or as disclosed from time to time in the Company’s filings with the SEC. As a result of these factors, actual results may differ materially from those indicated or implied by such forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, we do not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for us to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company’s public filings with the SEC. These and other factors could cause our actual results to differ materially from those contained in any forward-looking statements.