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Berkshire Grey (BGRY) Enters into Equity Purchase Agreement for up to $75M with Lincoln Park Capital

October 5, 2022 4:43 PM EDT

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Berkshire Grey, Inc. (Nasdaq: BGRY) today announced that the Company has entered into a purchase agreement and registration rights agreement (together, the “Agreement”) for up to $75 million with Lincoln Park Capital Fund, LLC ("Lincoln Park").

Under the terms and conditions of the Agreement, the Company has the right, but not the obligation, to sell up to $75 million of its shares of common stock to Lincoln Park over a 36-month period, subject to certain limitations. Any common stock that is sold to Lincoln Park will occur at a purchase price that is determined by prevailing market prices at the time of each sale with no upper limits to the price Lincoln Park may pay to purchase the common stock. There are no warrants, derivatives, financial or business covenants associated with the Agreement and Lincoln Park has agreed not to cause or engage in any direct or indirect short selling or hedging of the Company’s common stock. The Company issued common shares to Lincoln Park as consideration for Lincoln Park’s commitment to purchase the Company’s common stock under the Agreement.

"We are pleased to enter into this agreement with Lincoln Park and expect to use the proceeds, as available, for general corporate purposes, which may include investments and strategic transactions. This transaction provides us with additional financial flexibility as we continue to execute on our business plan,” said Tom Wagner, CEO of Berkshire Grey.

Further details relating to the Agreement and this transaction will be contained in the Current Report on Form 8-K the Company intends to file with the Securities and Exchange Commission (the “SEC”) later today.

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

The offering of the securities described in this press release is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-267265) (the “Registration Statement”), and the related base prospectus included in the Registration Statement, as supplemented by a prospectus supplement to be filed with the SEC on or about October 5, 2022. Copies of the prospectus supplement and accompanying prospectus may be obtained when filed with the SEC at the SEC’s website at www.sec.gov.



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