NAPCO Security Tech (NSSC) Announces Secondary Share Offering by Selling Stockholders

March 5, 2024 4:10 PM EST

NAPCO Security Technologies, Inc. (NASDAQ: NSSC) announced today that its Chairman of the Board and President and Chief Executive Officer, Richard L. Soloway (the "Selling Stockholder"), intends to offer and sell shares of common stock beneficially owned by the Selling Stockholder in an underwritten secondary public offering. The Selling Stockholder expects to grant the underwriters a 30-day option to purchase additional shares of common stock at the public offering price, less underwriting discounts and commissions.

NAPCO is not issuing or selling any shares of common stock in the offering and therefore will not receive any of the proceeds from the sale of the outstanding shares of common stock by the Selling Stockholder, and the offering will not result in dilution to existing stockholders.

Needham & Company and TD Cowen are acting as joint book-runners for the offering, and D.A. Davidson & Co. is acting as the lead manager for the offering. The offering is subject to market conditions and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

The securities described above will be offered by the Selling Stockholder pursuant to an effective registration statement on Form S-3ASR previously filed by the Company with the Securities and Exchange Commission (the "SEC") and which became automatically effective on March [5], 2024. The securities may be offered only by means of a prospectus. A copy of the preliminary prospectus supplement and the accompanying prospectus relating to and describing the offering will be filed with the SEC. Before you invest in securities of NAPCO, you should read the preliminary prospectus supplement and the accompanying prospectus, the registration statement and the other reports, statements and documents the Company has filed with the SEC for more complete information about the Company and the proposed offering. You may obtain copies of these documents free of charge by visiting the SEC website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and the accompanying prospectus may also be obtained, when available, by contacting: Needham & Company, LLC, 250 Park Avenue, 10th Floor, New York, NY 10177, Attn: Prospectus Department, [email protected] or by telephone at (800) 903-3268 or Cowen and Company, LLC, 599 Lexington Avenue, 25th Floor, New York, NY 10022, by email [email protected] or by telephone at (833) 297-2926.

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 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.



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