18:56:15 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. IPO, Canadian public offering

2022-12-06 23:20 ET - News Release

Mr. Steve Archambault reports


Kwesst Micro Systems Inc. has priced: (i) the company's initial public offering in the United States of 2.5 million units at a price of $4.13 (U.S.) per U.S. unit; and (ii) the company's simultaneous Canadian public offering of 726,392 units at a price of $4.13 (U.S.) per unit. 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. Both offerings are expected to close on Dec. 9, 2022, subject to satisfaction of customary closing conditions.


The common shares and warrants composed in the U.S. units offered 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. ThinkEquity LLC acted as sole book-running manager for the U.S. public offering.

Each U.S. unit consists of one common share and one warrant to purchase one common share of the company. Each U.S. warrant entitles its holder to purchase one additional common share for a period of five years from closing at an exercise price of $5 (U.S.) per share.

In addition, Kwesst 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.

The U.S. IPO is made only by means of a prospectus, which, for the avoidance of doubt, does not constitute a prospectus in any province or territory of Canada under applicable Canadian securities legislation and has not been reviewed by any securities regulatory authority in any province or territory of Canada. A registration statement, including a prospectus, relating to the U.S. IPO, was filed with, and declared effective by, the U.S. Securities and Exchange Commission. A copy of the registration statement related to the U.S. IPO may be obtained on the SEC's website or 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.

Canadian offering

The common shares composed in the units are expected to begin trading on the TSX Venture Exchange on Dec. 9, 2022, under the ticker KWE. PI Financial Corp. acted as sole book runner and underwriter for the Canadian offering.

Each unit is composed of one common share in the capital of the company and a common share purchase warrant. Each warrant entitles its holder to purchase one additional common share of the company for a period of five years from closing at an exercise price of $5 (U.S.) per share.

Kwesst also obtained on Nov. 28, 2022, a receipt for its amended and restated short form base PREP prospectus filed with the securities regulatory authorities in each of the provinces of Canada, except Quebec, and also filed today a supplemented PREP prospectus with such authorities. A copy of the amended and restated short form base PREP prospectus and supplemented 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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