An anonymous director reports
LQWD ANNOUNCES TERMS OF MARKETED PUBLIC OFFERING
Lqwd Fintech Corp. has priced its previously announced marketed offering. The offering is being conducted by a syndicate of underwriters led by Canaccord Genuity Corp. as lead underwriter.
Pursuant to the offering, the company intends to issue 17,143,000 units at a price of 35 cents per unit for gross proceeds of $6,000,050. Each unit will consist of a common share of the company and one-half of one common share purchase warrant. Each warrant will be exercisable into one common share for a period of 24 months from the closing of the offering at an exercise price of 50 cents, subject to adjustment in certain events. The closing of the offering is expected to occur on or about Oct. 28, 2021, and is subject to customary conditions, including approval of the TSX Venture Exchange.
The company has granted the underwriters an option, exercisable at any time for a period of 30 days after and including the closing of the offering, to purchase up to an additional 2,571,450 units on the same terms and conditions of the offering. The overallotment option may be exercisable to acquire units, common shares and/or warrants (or any combination thereof) at the discretion of the underwriters.
The units will be offered in each of the provinces and territories of Canada, other than Quebec, pursuant to a prospectus supplement to the company's short form base shelf prospectus dated Sept. 15, 2021, and in the United States on a private placement basis to accredited investors meeting one or more of the criteria in Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended and to qualified institutional buyers pursuant to the registration exemptions provided by Rule 144A of the U.S. Securities Act.
The net proceeds from the offering will be used to acquire bitcoin and for general corporate and working capital purposes.
In consideration for their services, the company will pay the underwriters a cash fee equal to 7 per cent of the aggregate gross proceeds of the offering. The underwriters will also be granted such number of compensation warrants as is equal to 7 per cent of the aggregate number of units issued pursuant to the offering. Each compensation warrant will be exercisable to acquire one common share of the company at an exercise price equal to the issue price of the units for a period of 24 months from the closing of the offering, subject to adjustment in certain events. The company is entitled to designate certain subscribers to be included in the offering. The cash fee and compensation warrants payable for president's list orders will be reduced to 3.5 per cent and 3.5 per cent respectively.
The company has applied to list the common shares, warrant shares and compensation warrant shares issuable pursuant to the offering on the TSX-V. Copies of the prospectus, following filing thereof, can be obtained on SEDAR and from Canaccord Genuity Corp., 2100, 609 Granville St., Vancouver, B.C., V7Y 1H2. The prospectus contains important detailed information about the company and the proposed offering. Prospective investors should read the prospectus and the other documents the company has filed on SEDAR before making an investment decision.
Lqwd is a lightning network service provider (LSP) focused company developing payment infrastructure and solutions. The company's mission is to develop institutional-grade services that support the lightning network and drive improved functionality, transaction capability, user adoption and utility and scaling bitcoin. Lqwd also holds bitcoin as an operating asset establishing nodes and payment channels across the lightning network.
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