Abacus Global Management, Inc. (NASDAQ: ABL) has announced its intention to conduct an exchange offer and consent solicitation relating to its outstanding public warrants and private placement warrants. Each outstanding warrant is exercisable for one common share at a price of $11.50 per share.
The company intends to offer to all holders of the warrants the opportunity to receive 0.23 shares of common stock in exchange for each outstanding warrant tendered by the holder and exchanged pursuant to the Offer. Concurrently with the Offer, the company also expects to solicit consents from holders of the warrants to amend the Warrant Agreement to permit the company to require that each outstanding warrant upon the closing of the Offer be exchanged for 0.207 shares of common stock, which is a ratio 10% less than the exchange ratio that will be applicable to the Offer.
It's important to note that pursuant to the terms of the Warrant Agreement, all except certain specified modifications or amendments require the vote or written consent of holders of at least 50% of the outstanding public warrants.
The company expects to commence the Offer following the filing of a Form S-4 registration statement setting forth the terms of the Offer.
This announcement is being made pursuant to and in accordance with Rule 135 under the Securities Act of 1933. As required by Rule 135, this press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. Following these announcements, the company's shares moved -11.49%, and are now trading at a price of $4.815. Check out the company's full 8-K submission here.
