20:15:48 EST Mon 30 Jan 2023
Enter Symbol
or Name

Kwesst Micro Systems Inc (2)
Symbol KWE
Shares Issued 780,873
Close 2022-12-06 C$ 6.31
Recent Sedar Documents

Kwesst prices U.S. offering units, to trade on Nasdaq

2022-12-06 23:13 ET - News Release

Mr. Steve Archambault reports


Kwesst Micro Systems Inc. has priced an underwritten U.S. public offering of 2.5 million units, each consisting of one common share and one warrant to purchase one common share at a price to the public of $4.13 (U.S.) per unit. The warrants have a per-share exercise price of $5 (U.S.), can be exercised immediately and expire five years from the date of issuance. The common shares and warrants that are part of the units can only be purchased together in the offering but will be issued separately. In addition, the company has granted the underwriter a 45-day option to purchase up to an additional 375,000 common shares and/or prefinanced common share purchase warrants and/or 375,000 warrants to purchase common shares to cover overallotments, if any.

In a simultaneous underwritten Canadian offering, the company will be issuing 726,392 units, each consisting of one common share and one warrant to purchase one common share, at a price to the public of $4.13 (U.S.) per unit. The warrants will have a per-common-share exercise price of $5 (U.S), are exercisable immediately and expire five years from the date of issuance. The aggregate gross proceeds from both offerings will be approximately $13,325,000 (U.S.) before deducting underwriting discounts and offering expenses.

Kwesst intends to use the aggregate net proceeds for working capital, including commercial rollout of Para Ops in the United States, and for the repayment of certain outstanding loans and for other general corporate purposes. Kwesst may also use a portion of the net proceeds for acquisitions or strategic investments in complementary businesses or technologies.

The common shares of Kwesst and the warrants to be issued in the U.S. public offering are expected to begin trading on the Nasdaq Capital Market on Dec. 7, 2022, under the symbols KWE and KWESW, respectively. The U.S. public offering and the Canadian offering are expected to close on Dec. 9, 2022, subject to satisfaction of customary closing conditions.

ThinkEquity is acting as sole book-running manager for the U.S. public offering, and PI Financial is acting as sole book-running manager for the Canadian offering.

A registration statement on Form F-1 (file No. 333-266897) relating to the U.S. public offering was filed with the U.S. Securities and Exchange Commission and became effective on Dec. 6, 2022. The U.S. public offering is being made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from ThinkEquity, 17 State St., 41st floor, New York, N.Y., 10004, by telephone at 877-436-3673 or by e-mail at prospectus@think-equity.com. The final prospectus will be filed with the SEC and will be available on the SEC's website.

The units to be issued in the Canadian offering are being offered pursuant to an amended and restated short form base PREP prospectus of the company dated Nov. 25, 2022, and filed on Nov. 28, 2022, with the securities regulatory authorities in each of the provinces of Canada, except Quebec, and a supplemented short form PREP prospectus dated Dec. 6, 2022, and filed with such regulatory authorities on the same date. A copy of the amended and restated short form base PREP prospectus and supplemented short form PREP prospectus related to the Canadian offering can be found under the company's profile on SEDAR. Copies may be obtained by e-mail at syndication@pifinancial.com.

About Kwesst Micro Systems Inc.

Kwesst develops and commercializes breakthrough next-generation tactical systems that meet the requirements of security forces and personal defence for overmatch capability against adversaries. The company's current portfolio of unique proprietary offerings includes its unique non-lethal Para Ops system with application across all segments of the non-lethal market, including law enforcement and personal defence. Kwesst is also engaged in the digitization of tactical forces for shared situational awareness, targeting with its signature TASCS (tactical and situational control system) for real-time awareness, and targeting information from any source (including drones) streamed directly to users' smart devices and weapons. Other Kwesst products include countermeasures against threats such as electronic detection, lasers and drones. These include the Phantom electronic battlefield decoy system to mask the electromagnetic signature of friendly forces with decoy signatures at false locations to deceive and confuse adversaries; a battlefield laser detection system to counter the growing threat of weaponized lasers against personnel; and GhostNet, a developmental technology for neutralizing small hostile drones without collateral damage. These systems can operate stand-alone or integrate seamlessly with original equipment manufacturer products and battlefield management systems, and all come integrated with ATAK. The company is headquartered in Ottawa, Canada, with operations in Stafford, Va., and representative offices in London, United Kingdom, and Abu Dhabi, United Arab Emirates. The common shares of Kwesst trade on the TSX Venture Exchange under the symbol KWE.

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