BigBear.ai Announces Closing a $25 Million Private Placement
COLUMBIA Md., January 19, 20,23–(BUSINESS WIRE)–BigBear.ai Holdings, Inc. (NYSE: BBAI) (“BigBear.ai“, or the “Company“), a leader in AI-powered analytics and cyber engineering solutions, today announced that it has closed its previously announced private placement for the issuance and sale of 13,888,889 shares of the Company’s common stock, $0.0001 par value per share, and warrants to purchase up to an additional 13,888,889 shares of common stock at an offering price of $1.80 per share and accompanying warrant. The warrants are valid for six months from their issuance and have a term that lasts five years. They also have an exercise price of $2.39 a share.
H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.
After deducting placement agent fees and other expenses, the gross proceeds of the private placement totalled approximately $25 million. The net proceeds of this offering will be used by the Company for general corporate purposes and working capital.
The sale and offer of the securities described above in the private placement were not public offerings and were not registered under Section 4 (a)(2) of Securities Act of 1933, as modified (“the “Securities Act” and/or Rule 506 (b) of Regulation D promulgated hereunder, and have not been registered according to the Securities Act or any applicable state securities laws. In the United States, securities from the private placement cannot be reoffered or sold in any way without an effective registration statement filed with the Securities and Exchange Commission.SEC“) or an exemption from the Securities Act registration requirements and any applicable state securities laws.
The Company has committed to filing a registration statement with SEC relating to the resale and warrant-invoking common stock shares in private placements no later than 20 calendar days after the date of the agreement.
This press release is not an offer to sell, or the solicitation to buy, any securities. Nor shall it be sold in any state or jurisdiction where such an offer, solicitation, or sale would be illegal prior to registration or qualification under any securities laws.
About BigBear.ai
BigBear.ai offers AI-powered analytics, cyber engineering solutions and support mission critical operations. BigBear.ai’s customers, which include the US Intelligence Community, as well as customers in manufacturing, logistics, commercial space, and other sectors, rely on BigBear.ai’s solutions to see and shape their world through reliable, predictive insights and goal-oriented advice. BigBear.ai’s headquarters is in Columbia, Maryland. There are additional locations in Virginia as well as Michigan.
Forward-looking statements
Forward-looking statements are included in this press release. These statements include statements about the intended use for proceeds from the private placement. They may also be preceded with the words “intends”, “may,”” “will,” and “plans,” as well as the words “expects,” anticipates,” projects,” plans,” expectations,” projects,” projects,” predictions,” estimates,” forecasts,” projections,” estimates,” hopes,” potential, and similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions; risks related to the uncertainty of the projected financial information (including on a segment reporting basis); risks related to delays caused by factors outside of our control, including changes in fiscal or contracting policies or decreases in available government funding; changes in government programs or applicable requirements; budgetary constraints, including automatic reductions as a result of “sequestration” or similar measures and constraints imposed by any lapses in appropriations for the federal government or certain of its departments and agencies; influence by, or competition from, third parties with respect to pending, new, or existing contracts with government customers; our ability to successfully compete for and receive task orders and generate revenue under Indefinite Delivery/Indefinite Quantity contracts; potential delays or changes in the government appropriations or procurement processes, including as a result of events such as war, incidents of terrorism, natural disasters, and public health concerns or epidemics; and increased or unexpected costs or unanticipated delays caused by other factors outside of our control, such as performance failures of our subcontractors; risks related to the rollout of the business and the timing of expected business milestones; the effects of competition on our future business; our ability to issue equity or equity-linked securities in the future, and those factors discussed in the Company’s reports and other documents filed with the SEC, including under the heading “Risk Factors.” More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at http://www.sec.gov. The Company is not required to make public any revisions or updates to its forward-looking statement, except as required by law.
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Contacts
BigBear.ai
Tyler Sigmon
443-430-2622
[email protected]
Reevemark
Paul Caminiti/Delia Kannan/Pam Greene
212-433-4600
[email protected]