American Virtual Cloud Technologies (AVCT) Announces 2.5M Share Private Placement at $2/sh

American Virtual Cloud Technologies, Inc. (Nasdaq: AVCT) announced today that it has signed a definitive agreement for a registered direct offering with an institutional investor of 2,500,000 shares of its common stock at a purchase price of $2.00 per share and a Series B Warrant to purchase an additional 2,500,000 shares, for total gross proceeds of $5.0 million, before payment of commissions and expenses. AVCtechnologies would receive an additional $5.0 million in gross proceeds if the Series B Warrant is exercised in full. The Series B Warrant has an exercise price of $2.00 per share, is exercisable on the date of issuance and expires two years from the date of issuance. Commencing ten trading days after the issuance of the Series B Warrant, the Company may force the investor to exercise its Series B Warrant in the event shares of the Company's common stock trade at or above $2.40/share for a period of 5 consecutive trading days, subject to certain conditions, including equity conditions.

In a concurrent private placement, for each share of common stock purchased by the institutional investor in the registered direct offering or pursuant to the Series B Warrant, the institutional investor will receive from the Company an unregistered Series A Warrant to purchase one share of common stock. Initially, the Series A Warrant will be exercisable for 2,500,000 shares of common stock, but upon any exercise of the Series B Warrant, the number of shares issuable upon exercise of the Series A Warrant will be increased by the number of shares of the Company’s common stock issued upon exercise of the Series B Warrant.

The Series A Warrants have an exercise price of $2.00 per share, are exercisable on the date of issuance, and expire five years from the date of issuance.

The Company plans to use the net proceeds of approximately $4.5 million from this offering for reduction of debt and working capital.

Northland Capital Markets served as sole placement agent in the transaction.

This offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-258136) previously filed with the U.S. Securities and Exchange Commission (the “SEC”). A prospectus supplement describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Electronic copies of the prospectus supplement may be obtained, when available, from Northland Capital Markets, Attention: Heidi Fletcher, 150 South Fifth Street, Suite 3300, Minneapolis, MN 55402, or by calling (612) 851-4918, or by emailing [email protected]. Before investing in this offering, interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the company and such offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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