The Ares Parties own 17,482.5 shares of the Company's Series A Preferred Stock, 50,000 shares of the Company's Series B-1 Preferred Stock, 50,000 shares of the Company's Series B-2 Preferred Stock, 199,123.87 shares of the Company's Series B-3 Preferred Stock (collectively, the 'Series B Preferred Stock'), warrants to purchase 5,996,310 shares of the Company's common stock and certain anti-dilution rights to acquire additional warrants for common stock.
Pursuant to the Transaction Agreement, the Ares Parties will convert all of their Series A Preferred Stock into approximately 2.1 million shares of common stock, exercise their warrants for approximately 6.0 million shares of common stock at an exercise price of
Subject to the completion of certain related transactions, the Company expects to enter into a stockholders' agreement (the 'Stockholders' Agreement') with the Ares Parties in connection with the Transaction Agreement, which will govern certain board matters including the Ares Parties' designation of up to two members of our board depending upon their ownership. Additionally, and also depending upon the Ares Parties' level of ownership, certain restrictions could apply, including restrictions on transferring common stock, pre-funded warrants and common stock underlying pre-funded warrants acquired in connection with the Transaction Agreement, restricted activities and voting provisions (in each case subject to exceptions). We also expect to enter into a registration rights agreement amendment (the 'RRA Amendment') with the Ares Parties obligating us to register for resale all of the shares of common stock, pre-funded warrants, and shares of common stock into which the pre-funded warrants would be exercisable acquired by the Ares Parties in connection with the Transaction Agreement.
We are filing a Current Report on Form 8-K with the
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of 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. This press release shall not constitute a notice of redemption for the Series B Preferred Stock.
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Cautionary Note Regarding Forward-Looking Statements
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as 'anticipate,' 'expect,' 'could,' 'may,' 'intend,' 'plan' and 'believe,' among others, generally identify forward-looking statements. These forward-looking statements may include, but are not limited to, statements regarding the Transaction Agreement, transactions under the Transaction Agreement, and the expected benefits of the Transaction Agreement. These forward-looking statements are based on currently available operating, financial, economic and other information, and are subject to a number of risks and uncertainties. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results. A variety of factors, many of which are beyond our control, could cause actual future results or events to differ materially from those projected in the forward-looking statements in this release. For a full description of the risks and uncertainties which could cause actual results to differ from our forward-looking statements, please refer to IEA's periodic filings with the
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Email: Pete.Moerbeek@iea.net
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