Ability Inc. Announces Entry into Stock Purchase Agreement
November 20 2018 - 9:47PM
Ability Inc. (NASDAQ: ABIL) (TASE: ABIL) (the
“Company”), which provides innovative tactical communications
intelligence solutions, today announced that, subject to the terms
and conditions of a Stock Purchase Agreement, including the
Company’s satisfactory due diligence, the Company has entered into
an agreement to acquire the supplier that develops and licenses to
the Company on an exclusive basis Ultimate Interception (ULIN), the
Company’s principal cellular interception system.
Under the Stock Purchase Agreement, subject to
the Company’s satisfactory due diligence, the Company has agreed to
purchase all the issued and outstanding shares of the supplier and
in consideration, the Company agreed to issue 354,609 ordinary
shares of the Company, which is the equivalent to $1 million, based
on the closing share price of the Company on the Nasdaq Capital
Market on November 20, 2018. In addition, the Company agreed
to issue to the Seller three warrants, each warrant
exercisable for 100,000 ordinary shares of the Company at an
exercise price of $3.81, with the first warrant exercisable for 30
days from the first anniversary of the closing date, the second
warrant exercisable for 30 days from the second anniversary of the
closing date, and the third warrant exercisable for 30 days from
the third anniversary of the closing date.
Closing is subject to satisfactory due diligence
by the Company, entry into a service agreement, and other closing
conditions. There can be no assurance that the closing conditions
will be satisfied or that the acquisition will be completed as
contemplated or at all.
If the acquisition is completed, the Company
estimates that the Company will incur additional operating expenses
of approximately $750,000 on an annualized basis while the Company
would no longer be subject to the revenue share arrangement under
the existing reseller agreement with the supplier.
The Company has filed with the Securities and
Exchange Commission a Report on Form 6-K providing a more detailed
summary of the transaction together with copies of the transaction
documents.
About Ability Inc.
Ability Inc. is the sole owner of Ability
Computer & Software Industries Ltd. (“ACSI”) and Ability
Security Systems Ltd. Headquartered in Tel Aviv, Israel, ACSI was
founded in 1994. ACSI provides advanced interception, geolocation
and cyber intelligence tools used by security and intelligence
agencies, military forces, law enforcement and homeland security
agencies worldwide. ACSI has sold to governments and government
agencies in over 50 countries. ACSI offers a broad range of lawful
interception, decryption, cyber and geolocation solutions for
cellular and satellite communication, including ULIN, or Ultimate
Interceptor, which to our knowledge, is the first-to-market SaaS
strategic interception system with voice and geolocation
capabilities without geographic limitation. State-of-the-art
technology underpins ACSI’s scalable offerings, which can be
tactical-and-portable, or strategic-and-fixed, depending on its
customers’ needs. Additional information regarding ACSI may be
found at http://www.interceptors.com.
Forward-Looking Statements
Any statements contained in this press release
that do not describe historical facts may constitute
forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements include, among other thing, statements regarding the
acquisition. Forward-looking statements should not be read as a
guarantee of future performance or results and may not be accurate
indications of when such performance or results will be achieved.
Forward-looking statements are based on information that the
Company has when those statements are made or management’s good
faith belief as of that time with respect to future events, and are
subject to risks and uncertainties that could cause actual
performance or results to differ materially from those expressed in
or suggested by the forward-looking statements. Factors that may
cause such a difference include, without limitation, risks and
uncertainties related to whether or not the Company will be
satisfied with its due diligence of the supplier and whether the
closing conditions related to the acquisition will be satisfied as
well as other risk factors detailed in the Company’s filings with
the SEC, and the acquisition may not be completed as contemplated
or at all. The Company assumes no obligation to publicly update or
revise its forward-looking statements as a result of new
information, future events or otherwise.
Contact at Ability:
Avi LevinCFO+972-3-6879777avi@ability.co.il
Ability (NASDAQ:ABIL)
Historical Stock Chart
From Aug 2024 to Sep 2024
Ability (NASDAQ:ABIL)
Historical Stock Chart
From Sep 2023 to Sep 2024