American CareSource Holdings, Inc. Prices $7,500,000 Public Offering of Securities
December 04 2015 - 10:15AM
American CareSource Holdings, Inc. (Nasdaq:GNOW), an urgent and
primary care company operating under the name GoNow Doctors (the
"Company"), announced today the pricing of an underwritten public
offering with expected total gross proceeds of approximately
$7,500,000 before deducting underwriting discounts and commissions
and other offering expenses payable by the Company. The securities
offered by the Company consist of Class A Units, with each Class A
Unit consisting of one share of the Company's common stock and one
immediately exercisable five-year warrant to purchase one share of
common stock with a warrant exercise price of $0.875, and Class B
Units, with each Class B Unit consisting of one share of the
Company's Series A Convertible Preferred Stock with a stated value
of $1,000 and convertible into shares of our common stock at $0.70
per share and five-year warrants to purchase 1,429 shares of common
stock, with a warrant exercise price of $0.875. The Class A units
were priced at $0.70. The Class B units were priced at
$1,000. The underwriters have been granted a 45-day option to
purchase up to an aggregate of an additional 15% of the securities
sold in the offering to cover over-allotments, if any. The
offering is expected to close on or about December 9, 2015, subject
to the satisfaction of customary closing conditions.
Aegis Capital Corp. is acting as sole book-running manager for
the offering.
A registration statement on Form S-1 relating to these
securities has been filed with the U.S. Securities and Exchange
Commission (the "SEC") and was declared effective on December 3,
2015. The offering is being made only by means of a
prospectus. A copy of the prospectus relating to the offering
may be obtained, when available, by contacting Aegis Capital Corp.,
Prospectus Department, 810 7th Avenue, 18th Floor, New York, NY
10019, or by calling 212-813-1010, or by email at
prospectus@aegiscap.com. Investors may also obtain these documents
at no cost by visiting the SEC's website at http://www.sec.gov.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About American CareSource Holdings, Inc.
American CareSource Holdings, Inc. owns a growing chain of ten
urgent and primary care centers operating under the tradename,
GoNow Doctors and an ancillary services network that provides
ancillary healthcare services through its nationwide provider
network.
Safe Harbor Statement Under the Private Securities
Litigation Reform Act of 1995: This announcement
contains "forward-looking statements," including statements
relating to the public offering. These statements are subject
to significant risks and uncertainties, actual results could differ
materially from those projected, and the Company cautions
stockholders not to place undue reliance on the forward-looking
statements contained in this release. These risks and
uncertainties include, without limitation, risks and uncertainties
related to whether or not customary closing conditions related to
the public offering will be satisfied, statements relating to the
Company's expectations regarding the completion and timing of the
closing of the public offering, and statements regarding its
anticipated use of net proceeds from the offering. There can be no
assurance that the Company will be able to complete the public
offering. Risks and uncertainties exist related to the Company
and its business due to a number of factors, including the
statements under "Risk Factors" contained in the Company's reports
filed with the SEC. Given these uncertainties, you should not
place undue reliance on these forward-looking statements. The
Company intends these forward-looking statements to speak only as
of the date of this press release and undertakes no duty or
obligation to update any forward-looking statements contained in
this press release as a result of new information, future events or
changes in the Company's expectations, except as required by
law.
CONTACT: For more information, please contact:
Adam Winger
Interim Chief Financial Officer, Vice President
of Acquisitions, Secretary and General Counsel
awinger@americancaresource.com
(205) 250-8381
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