S-1
nFusz, Inc. (FUSZ) Files Form S-1 to Register $2 Million Financing Facility
nFusz filed a new Form S-1 registration statement with the SEC to register $2M of its common shares for resale by Kodiak Capital Group, LLC
HOLLYWOOD, CA--(Marketwired - Oct 13, 2017) - nFusz, Inc. (OTCQB: FUSZ), ("nFusz" or the "Company"
the Hollywood-based digital technology company, announces that it has today filed a new Form S-1 registration statement with the Securities and Exchange Commission ("SEC" to register $2M of its common shares for resale by Kodiak Capital Group, LLC ("Kodiak" pursuant to a certain Equity Purchase Agreement.
As previously announced on the Company's October 2, 2017 Form 8-K, the Company entered into an Equity Purchase Agreement with Kodiak, dated September 15, 2017 and effective September 26, 2017, for $2 Million in equity financing (the "Purchase Agreement" . A summary of the terms of the Purchase Agreement provides that:
- nFusz may from time to time, or all at once, in its sole discretion, "put" shares of its common stock to Kodiak for aggregate gross proceeds of up to $2,000,000.
- Kodiak shall pay the Company 80% of the volume weighted average price of the Company's common stock as reported by OTC Markets Group, Inc. during the five days immediately preceding the closing date determined by the Company.
- Kodiak's obligation to purchase nFusz's common shares under the Purchase Agreement is not contingent on the trading volume of the Company's common stock. Other than the 9.99% "beneficial ownership limitation," there is no limit on the number of shares the Company may require Kodiak to purchase until the aggregate purchase price reaches $2,000,000. The Purchase Agreement also contains a 'no shorting' provision.
- Kodiak's obligation to purchase shares of the Company's common stock under the Purchase Agreement is subject to certain conditions, including the Company obtaining an effective registration statement for shares of the Company's common stock to be sold under the Purchase Agreement.
The newly-filed Form S-1 registers up to 25,000,000 shares of nFusz common stock that may be issued to Kodiak pursuant to the Purchase Agreement. At our current volume weighted average share price of approximately $0.10, the 20% discount would result in a sale price of $0.08 per share, or approximately $2,000,000 in net proceeds. If all 25,000,000 shares are eventually sold, our current outstanding share count of common stock as of September 30, 2017 would increase from 112,735,353 shares to 137,735,353 shares outstanding. If our share price falls in the interim, the amount of funding we receive under the Purchase Agreement could be less than $2,000,000. Alternatively, if our share price rises in the interim, fewer than 25,000,000 shares will need to be sold in order to receive the entire $2,000,000 in committed proceeds.
nFusz CEO, Rory J. Cutaia, explained, "This deal structure is somewhat unique, especially for an OTC listed company. It's basically on-demand capital. It allows us to draw funds as and when we determine, in amounts not limited by the then current trading volume of our stock. It assures us access to capital on terms that minimize dilution to our shareholders with whom our interests are aligned. And it allows us to focus our time on growing this incredibly exciting business," continues Mr. Cutaia.
"We're very excited to partner with Rory and his brilliant team at nFusz," states Ryan Hodson, Managing Member of Kodiak. "Their interactive video CRM technology is a category killer and one of the most exciting companies we have in our portfolio. They've got all the right ingredients to be a huge success, generating what we expect will be impressive returns for their shareholders, as well as our own. We're pleased that we can provide the growth capital this company needs to realize their full potential and beyond," Mr. Hodson adds.
http://www.marketwired.com/press-release/nfus...237082.htm
nFusz, Inc. (FUSZ) Files Form S-1 to Register $2 Million Financing Facility
nFusz filed a new Form S-1 registration statement with the SEC to register $2M of its common shares for resale by Kodiak Capital Group, LLC
HOLLYWOOD, CA--(Marketwired - Oct 13, 2017) - nFusz, Inc. (OTCQB: FUSZ), ("nFusz" or the "Company"
the Hollywood-based digital technology company, announces that it has today filed a new Form S-1 registration statement with the Securities and Exchange Commission ("SEC" to register $2M of its common shares for resale by Kodiak Capital Group, LLC ("Kodiak" pursuant to a certain Equity Purchase Agreement. As previously announced on the Company's October 2, 2017 Form 8-K, the Company entered into an Equity Purchase Agreement with Kodiak, dated September 15, 2017 and effective September 26, 2017, for $2 Million in equity financing (the "Purchase Agreement"
. A summary of the terms of the Purchase Agreement provides that: - nFusz may from time to time, or all at once, in its sole discretion, "put" shares of its common stock to Kodiak for aggregate gross proceeds of up to $2,000,000.
- Kodiak shall pay the Company 80% of the volume weighted average price of the Company's common stock as reported by OTC Markets Group, Inc. during the five days immediately preceding the closing date determined by the Company.
- Kodiak's obligation to purchase nFusz's common shares under the Purchase Agreement is not contingent on the trading volume of the Company's common stock. Other than the 9.99% "beneficial ownership limitation," there is no limit on the number of shares the Company may require Kodiak to purchase until the aggregate purchase price reaches $2,000,000. The Purchase Agreement also contains a 'no shorting' provision.
- Kodiak's obligation to purchase shares of the Company's common stock under the Purchase Agreement is subject to certain conditions, including the Company obtaining an effective registration statement for shares of the Company's common stock to be sold under the Purchase Agreement.
The newly-filed Form S-1 registers up to 25,000,000 shares of nFusz common stock that may be issued to Kodiak pursuant to the Purchase Agreement. At our current volume weighted average share price of approximately $0.10, the 20% discount would result in a sale price of $0.08 per share, or approximately $2,000,000 in net proceeds. If all 25,000,000 shares are eventually sold, our current outstanding share count of common stock as of September 30, 2017 would increase from 112,735,353 shares to 137,735,353 shares outstanding. If our share price falls in the interim, the amount of funding we receive under the Purchase Agreement could be less than $2,000,000. Alternatively, if our share price rises in the interim, fewer than 25,000,000 shares will need to be sold in order to receive the entire $2,000,000 in committed proceeds.
nFusz CEO, Rory J. Cutaia, explained, "This deal structure is somewhat unique, especially for an OTC listed company. It's basically on-demand capital. It allows us to draw funds as and when we determine, in amounts not limited by the then current trading volume of our stock. It assures us access to capital on terms that minimize dilution to our shareholders with whom our interests are aligned. And it allows us to focus our time on growing this incredibly exciting business," continues Mr. Cutaia.
"We're very excited to partner with Rory and his brilliant team at nFusz," states Ryan Hodson, Managing Member of Kodiak. "Their interactive video CRM technology is a category killer and one of the most exciting companies we have in our portfolio. They've got all the right ingredients to be a huge success, generating what we expect will be impressive returns for their shareholders, as well as our own. We're pleased that we can provide the growth capital this company needs to realize their full potential and beyond," Mr. Hodson adds.
http://www.marketwired.com/press-release/nfus...237082.htm
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