Acacia Research (ACTG) Announces Commencement of Rights Offering

Acacia Research Corporation (NASDAQ: ACTG) (“Acacia” or the “Company”) announced today that it has commenced its previously-announced rights offering (the “Rights Offering”).

Under the terms of the Rights Offering, the Company will distribute non-transferable subscription rights to record holders (“Eligible Securityholders”) of the Company’s common stock (the “Common Stock”) held as of 5 p.m. Eastern time on February 13, 2023, the record date for the Rights Offering. The subscription period for the Rights Offering commences today and will terminate at 5 p.m. Eastern time on March 1, 2023 (the “Expiration Time”).

Pursuant to the Rights Offering, Eligible Securityholders will receive one non-transferable subscription right (a “Subscription Right”) for every four shares of Common Stock owned by such Eligible Securityholders. Each Subscription Right entitles an Eligible Securityholder to purchase, at such Eligible Securityholder’s election, one share of Common Stock at a price of $5.25 per share (the “Subscription Price”). The Subscription Rights will be distributed at no charge to Eligible Securityholders. The Subscription Rights may be exercised at any time during the subscription period and will expire if they are not exercised by the Expiration Time.

Starboard Value LP, a strategic investor in the Company, together with certain affiliates of Starboard Value LP (collectively, “Starboard”), will receive private subscription rights to purchase Common Stock at the Subscription Price pursuant to a concurrent private rights offering (the “Concurrent Private Rights Offering”) in connection with their ownership of Common Stock and, on an as-converted basis, the Company’s Series B Warrants and shares of the Company’s convertible preferred stock designated as Series A Convertible Preferred Stock. The private subscription rights provided to Starboard pursuant to the Concurrent Private Rights Offering will be on substantially the same terms as the Subscription Rights, and will be distributed substantially concurrently with the distribution of the Subscription Rights and will expire at the Expiration Time. The Rights Offering is conditioned upon completion of the Concurrent Private Rights Offering, which will close concurrently with the Rights Offering.

Acacia intends to use the net proceeds for general corporate purposes, including to strengthen its financial position and to serve as capital for its acquisitions platform.

Other Important Information

The Rights Offering will be made pursuant to the prospectus supplement to the Company’s shelf registration statement on Form S-3 (No. 333-249984), filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2023.

The information herein, including the terms of the Rights Offering and the Concurrent Private Rights Offering, is not complete and is subject to change. The Company reserves the right to amend, extend, terminate or cancel the Rights Offering and/or the Concurrent Private Rights Offering or modify the subscription period of the Rights Offering at any time prior to the Expiration Time for any reason. This press release does not constitute an offer to sell or the solicitation of an offer to buy any subscription rights or any other securities to be issued in the Rights Offering, Concurrent Private Rights Offering or any related transactions, nor shall there be any offer, solicitation or sale of Subscription Rights or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Copies of the prospectus and prospectus supplement will be mailed to all Eligible Securityholders and may also be obtained free of charge at the website maintained by the SEC at www.sec.gov or by contacting the information agent for the Rights Offering, Broadridge Corporate Issuer Solutions, LLC, at (888) 789-8409.

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