Mitek Systems (MITK) to Offer $125M in Convertible Senior Notes

February 1, 2021 4:08 PM EST

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Mitek Systems, Inc. (NASDAQ: MITK) announced today that, subject to market and other conditions, it intends to offer $125,000,000 aggregate principal amount of Convertible Senior Notes due 2026 (the “Notes”) in a private offering. The Notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Mitek also expects to grant the initial purchasers of the Notes an option to purchase up to an additional $18,750,000 aggregate principal amount of Notes.

The Notes will be Mitek’s senior, unsecured obligations, equal in right of payment with Mitek’s future senior, unsecured indebtedness, senior in right of payment to its future indebtedness that is expressly subordinated to the Notes, effectively subordinated in right of payment to future secured indebtedness of Mitek, to the extent of the value of the assets securing that indebtedness, and structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent Mitek is not a holder thereof), preferred equity, if any, of Mitek’s subsidiaries.

The Notes will accrue interest payable semi-annually in arrears. The Notes will mature on February 1, 2026, unless earlier repurchased or converted. Prior to August 1, 2025, the Notes will be convertible only upon the occurrence of certain events and during certain periods, and on or thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the Notes. Upon any conversion, Mitek’s conversion obligation will be settled in cash and, if applicable at Mitek’s election, shares of Mitek common stock, based on the applicable conversion rate(s); provided that Mitek will be required to settle conversions solely in cash unless and until Mitek (i) receives stockholder approval to increase the number of authorized shares of its common stock and (ii) reserves such amount of shares of common stock for future issuance as required pursuant to the indenture that will govern the Notes. The interest rate, conversion rate and other terms of the Notes are to be determined upon pricing of the offering.

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