Aspire Capital has agreed to make an initial purchase of $1 million of common stock at a purchase price of 34 cents share, the closing sale price of the common stock on March 12.
"We welcome Aspire Capital, an institutional investor with an excellent reputation, as a ZBB Energy shareholder," said Eric Apfelbach, president and chief executive officer of ZBB Energy. "We expect Aspire Capital to be a long-term investor in ZBB. Their investment in ZBB shows their confidence in our strategic plan and our ability to execute that plan. The $1 million initial investment gives us the ability to balance our working capital needs with cash generated from operations and from new orders. We plan to use the proceeds that we may receive under this agreement to help fund our working capital needs while we execute against our $6 million of current signed backlog and work to convert the numerous sales opportunities we are actively pursuing to increase our backlog. Our sales funnel currently exceeds $38 million. As such, we presently do not expect to need to raise additional equity capital in the near term other than under this agreement; however the company may enter into a strategic transaction in which equity capital is issued.”
"During our due diligence on ZBB Energy, we visited the company's Wisconsin facility and learned about its innovative technologies and meaningful business prospects. It became apparent that the company has the potential to penetrate various market opportunities, mainly due to its capacity to present a platform where potential customers may find solutions to a variety of renewable energy, grid interaction situations, and other products such as hybrid motor controllers," said Christos Komissopoulos, a principal of Aspire Capital. "We believe that ZBB Energy's experienced management team provides the required leadership for the company to maintain a pace of steadily improving sales towards the goal of reaching profitability."
Under terms of the agreement:
* ZBB Energy initiates and controls the timing and amount of any sales of common stock to Aspire Capital; Aspire Capital has no right to require any sales by the company.
* The sale prices will be based on the prevailing market price at the time of each sale and ZBB Energy will know the sales price before directing Aspire Capital to purchase common stock.
* ZBB Energy is not required to sell the entire $10 million of ZBB Energy common stock.
* There are no limitations on the use of proceeds, financial or business covenants, restrictions on future fundings, rights of first refusal, participation rights, penalties or liquidated damages in the purchase agreement.
* ZBB Energy may terminate the purchase agreement at any time, at its discretion, without any additional cost or penalty.
* ZBB Energy will issue shares of its common stock to Aspire Capital as a commitment fee in connection with entering into the purchase agreement.