CounterPath Announces Private Placement
24 Janeiro 2018 - 11:30AM
Not for distribution to United States
newswire services or for dissemination in the United
States
CounterPath Corporation (“CounterPath” or the “Company”)
(NASDAQ:CPAH) (TSX:PATH), a global provider of award-winning,
over-the-top (OTT) Unified Communications (UC) solutions for
enterprises and carriers, announced today that it intends to
complete a non-brokered private placement of up to 512,500 shares
of common stock (each, a “Share”) of the Company at a price of
US$4.01 per Share for total gross proceeds of up to US$2,055,125
(the “Offering”). The Company’s two largest shareholders, Wesley
Clover International Corporation and KMB Trac Two Holdings Ltd.,
intend to invest in the Offering.
The Offering is expected to close after market
on or about January 24, 2018, or as soon as practicable thereafter,
and is subject to approval from the Toronto Stock Exchange (the
“TSX”). The net proceeds from the Offering will be used to
(1) expand sales and business development resources; (2) fund
development for integration of the Company’s UC solutions with
other enterprise applications; and (3) for general corporate
purposes.
All of the securities to be issued by the
Company in connection with the Offering will be subject to hold
periods under Canadian and United States securities laws.
None of the securities to be issued will be registered under the
United States Securities Act of 1933, as amended (the “1933 Act”),
and none of them may be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the 1933 Act. This press release shall not
constitute an offer to sell or a solicitation of an offer to buy
nor shall there be any sale of the securities in any State where
such offer, solicitation, or sale would be unlawful.
Any participation by insiders in the Offering
would be a related party transaction under Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions (“MI 61-101”) but will be exempt from the formal
valuation and minority shareholder approval requirements of MI
61-101 because neither the fair market value of the subject matter
of the transaction nor the consideration paid will exceed 25% of
the Company's market capitalization.
About CounterPath
CounterPath Unified Communications solutions are
changing the face of telecommunications. An industry and user
favorite, Bria softphones for desktop, tablet and mobile devices,
together with Stretto Platform™ server solutions, enable operators,
OEMs and enterprises large and small around the globe to offer a
seamless and unified over-the-top (OTT) communications experience
across both fixed and mobile networks. The Bria and Stretto
combination enables an improved user experience as an overlay to
the most popular UC and IMS telephony and applications servers on
the market today. Standards-based, cost-effective and reliable,
CounterPath’s award-winning solutions power the voice and video
calling, messaging, and presence offerings of customers such as
AT&T, Avaya, BroadSoft, BT, Cisco Systems, GENBAND, Metaswitch
Networks, Mitel, NEC, Network Norway, Nokia, Rogers and Verizon.
Visit www.counterpath.com.
Contacts:David KarpChief Financial
OfficerEmail: dkarp@counterpath.comTel: (604) 628-9364
Forward-looking Statements
This news release contains "forward-looking
statements". Statements in this news release which are not purely
historical are forward-looking statements and include any
statements regarding beliefs, plans, outlook, expectations or
intentions regarding the future such as the following: (1) the
Company intends to complete a non-brokered private placement of up
to 512,500 shares of common stock of the Company at a price of
US$4.01 per Share for total gross proceeds of up to US$2,055,125;
(2) the Offering is expected to close after market on or about
January 24, 2018, or as soon as practicable thereafter, and is
subject to approval from the TSX; the Company’s two largest
shareholders, Wesley Clover International Corporation and KMB Trac
Two Holdings Ltd., intend to invest in the Offering; and (4) the
net proceeds received from the Offering will be used to (i) expand
sales and business development resources; (ii) fund development for
integration of the Company’s UC solutions with other enterprise
applications; and (iii) for general corporate purposes.
The forward-looking statements involve risks and
uncertainties. It is important to note that actual outcomes and the
Company’s actual results could differ materially from those in such
forward-looking statements. Actual results could differ from those
projected in any forward-looking statements due to numerous
factors. Such factors include, among others: (1) the variability in
CounterPath’s sales from reporting period to reporting period due
to extended sales cycles as a result of selling CounterPath’s
products through channel partners or the length of time of
deployment of CounterPath’s products by its customers; (2) the
Company’s ability to manage its operating expenses, which may
adversely affect its financial condition; (3) the Company’s ability
to remain competitive as other better financed competitors develop
and release competitive products; (4) a decline in the Company’s
stock price or insufficient investor interest in the Company’s
securities which may impact the Company’s ability to raise
additional financing as required or may cause the Company to be
delisted from a stock exchange on which its common stock trades;
(5) the impact of intellectual property litigation that could
materially and adversely affect CounterPath’s business; (6) the
success by the Company of the sales of its current and new
products; (7) the impact of technology changes on the Company’s
products and industry; (8) the failure to develop new and
innovative products using the Company’s technologies; (9) the
potential dilution to shareholders or overhang on the Company’s
share price of its outstanding stock options; and (10) the TSX not
approving the Offering. Readers should also refer to the risk
disclosures outlined in the Company’s quarterly reports on Form
10-Q, annual reports on Form 10-K and other disclosure documents
filed from time-to-time with the Securities and Exchange Commission
at www.sec.gov and the Company’s interim and annual filings and
other disclosure documents filed from time-to-time on SEDAR at
www.sedar.com. Subject to applicable law, the Company disclaims any
obligation to update these forward-looking statements.
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