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Replies to post #45053 on Alpine 4 Holdings Inc (ALPP)
04/10/20 12:42 PM
LINCOLN PARK TRANSACTION
General
On January 16, 2020, we entered into the Purchase Agreement and the Registration Rights Agreement with Lincoln Park. Pursuant to the terms of the Purchase Agreement, Lincoln Park has agreed to purchase from us up to $10,000,000 of our Class A common stock (subject to certain limitations) from time to time during the term of the Purchase Agreement. Pursuant to the terms of the Registration Rights Agreement, we have filed with the SEC the registration statement that includes this prospectus to register for resale under the Securities Act the shares that have been or may be issued to Lincoln Park under the Purchase Agreement.
Pursuant to the terms of the Purchase Agreement, at the time we signed the Purchase Agreement and the Registration Rights Agreement, we issued 2,275,086 Commitment Shares to Lincoln Park as consideration for its commitment to purchase shares of our common stock under the Purchase Agreement. Additionally, immediately following the execution of the Purchase Agreement and Registration Rights Agreement, Lincoln Park purchased 1,666,666 shares of our common stock (the “Initial Purchase Shares”) at a per share price of $0.15.
We do not have the right to commence any sales to Lincoln Park under the Purchase Agreement until certain conditions set forth in the Purchase Agreement, all of which are outside of Lincoln Park’s control, have been satisfied, including the registration statement that includes this prospectus being declared effective by the SEC, which we refer to as the Commencement. Thereafter, we have the right, but not the obligation, to direct Lincoln Park to purchase up to 1,000,000 Purchase Shares on any single business day from and after the Commencement, which amount may be increased up to 1,250,000 shares, 1,500,000 shares, or 1,750,000 shares, depending on the market price of our common stock at the time of sale, subject to a maximum of [$1,000,000] per purchase.
In addition, upon notice to Lincoln Park, we may, from time to time and at our sole discretion, direct Lincoln Park to purchase additional shares of our common stock in “accelerated purchases,” “additional accelerated purchases” and/or “additional purchases” as set forth in the Purchase Agreement. The purchase price per share is based on the market price of our common stock at the time of sale as computed under the Purchase Agreement. Lincoln Park may not assign or transfer its rights and obligations under the Purchase Agreement.
The Purchase Agreement prohibits us from directing Lincoln Park to purchase any shares of common stock if those shares, when aggregated with all other shares of our common stock then beneficially owned by Lincoln Park, would result in Lincoln Park and its affiliates exceeding the Beneficial Ownership Cap.
Purchase of Shares Under the Purchase Agreement
Regular Purchases
Under the Purchase Agreement, on any business day selected by us, we may direct Lincoln Park to purchase up to 1,000,000 shares of our Class A common stock, which we refer to as the Regular Purchase Share Limit, on such business day (the “Purchase Date”) in a regular purchase (a “Regular Purchase”), provided, however, that (i) the Regular Purchase Share Limit may be increased to up to 1,250,000 shares, provided that the closing sale price is not below $0.30 on the applicable Purchase Date, (ii) the Regular Purchase Share Limit may be increased to up to 1,500,000 shares, provided that the closing sale price is not below $0.40 on the applicable purchase date, and (iii) the Regular Purchase Share Limit may be increased to up to 1,750,000 shares, provided that the closing sale price is not below $0.50 on the applicable Purchase Date. In each case, the maximum amount of any single Regular Purchase may not exceed $1,000,000 per purchase. The Regular Purchase Share Limit is subject to proportionate adjustment in the event of a reorganization, recapitalization, non-cash dividend, stock split or other similar transaction; provided, that if after giving effect to such full proportionate adjustment, the adjusted Regular Purchase Share Limit would preclude us from requiring Lincoln Park to purchase common stock at an aggregate purchase price equal to or greater than $150,000 in any single Regular Purchase, then the Regular Purchase Share Limit will not be fully adjusted, but rather the Regular Purchase Share Limit for such Regular Purchase shall be adjusted as specified in the Purchase Agreement, such that, after giving effect to such adjustment, the Regular Purchase Share Limit will be equal to (or as close as can be derived from such adjustment without exceeding) $1,000,000.
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04/10/20 12:43 PM
04/10/20 12:45 PM
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04/16/20 12:49 PM
