Seasoned Equity Offering

Advantages




● Issuer retains control of timing and amount of each advance.
● Provides access to equity capital without the complications of traditional offerings.
● Typically priced off historical market prices and daily liquidity.
● Can be used in conjunction with a Security-Backed loan to access capital up-front.

Control of Potential Dilution




●Issuer can raise capital by issuing less shares as share price strengthens.
●Resulting in less dilution and share overhang.

Costs




●Lower legal.
●Lower filing fees.
●For one Equity Commitment transaction compared to multiple capital raises.

Market Acceptance




●Can be used to enhance borrowing capacity and credit for issuer.
●Can be used for private companies looking to go public and attract capital.
●Provides comfort to the financial markets that the issuer has a long term capital support.

Anticipated Process Timeline


Week 1
Investor and company sign the Non Binding SEO term sheet.

Once signed, investors send Engagement letter to company.

Week 2
Investor conducts due diligence (financial, legal and operational).

Investor’s counsel sends legal draft to the company and its counsel.

Week 3 & 4
The company and its counsel render comments on the agreement.

Address any additional due diligence points and Investor completes due diligence.

Final draft of the agreement circulated.

Week 5
Closing.



Note: Timing can be decreased depending on certain factors.

Shareholder Approval
●Grant of issuance on non pre-emptive basis.
●Standard board authority required in order to issue new equity.

Prospectus (if applicable)
● Registration Statement may be necessary in order to enter into SEO
●Free trading, full-registered shares must be available at the time of initial funding