Atmofizer Announces At-The-Market Offering of up to $5,000,000
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, BC, Feb. 23, 2022 /CNW/ - Atmofizer Technologies Inc. (formerly Consolidated HCI Holdings Corporation) (the "Company" or "Atmofizer") (CSE: ATMO) (Frankfurt: J3K) is pleased to announce it has established an at-the-market equity program (the "ATM Program") that allows the Company to issue and sell up to $5,000,000 of common shares in the authorized share structure of the Company (the "Common Shares") from treasury to the public, from time to time, at the Company's discretion. All Common Shares sold under the ATM Program will be made through sales that are deemed to be "at-the-market distributions" as defined in National Instrument 44-102 – Shelf Distributions through the Canadian Securities Exchange ("CSE") or any other "marketplace" in Canada as defined under applicable securities laws.
Distributions of the Common Shares under the ATM Program will be made pursuant to the terms of an equity distribution agreement dated February 23, 2022 (the "Equity Distribution Agreement") entered into between the Company and Clarus Securities Inc. (the "Agent"). The volume and timing of distributions under the ATM Program, if any, will be determined in the Company's sole discretion. The Common Shares will be distributed at the market prices prevailing at the time of each sale and, as a result, prices may vary as between purchasers and during the period of the ATM Program. The ATM Program will be effective until the earlier of the issuance and sale of all of the Common Shares issuable pursuant to the ATM Program and February 14, 2024, unless terminated prior to such date by the Company or the Agent in accordance with the terms of the Equity Distribution Agreement.
The Company expects to use the net proceeds from the ATM Program for working capital requirements or for other general corporate purposes, including, but not limited to, facilitating sales growth, advances to suppliers and component manufacturers, and research and development.
The distribution of Common Shares under the ATM Program will be qualified by a prospectus supplement dated February 23, 2022 (the "Prospectus Supplement") to the Company's short form base shelf prospectus dated January 14, 2022 (the "Base Shelf Prospectus"), each filed with the securities commissions in each of the provinces and territories of Canada. The Equity Distribution Agreement, the Prospectus Supplement and the Base Shelf Prospectus are available on the Company's SEDAR profile at www.sedar.com. Alternatively, the Agent will send copies of such documents to investors upon request by contacting: Clarus Securities Inc., attn. Robert Orviss, 130 King Street W., Suite 3640, Toronto, Ontario, M5X 1A9 or by phone at 416-365-8093 or by email at [email protected].
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of Common Shares 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.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act)", or the securities laws of any state of the United States of America, its territories, possessions or the District of Columbia (the "United States)", and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S under the U.S. Securities Act) unless exemptions from the registration requirements of the U.S. Securities Act and any applicable state securities laws are available. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction.
About Atmofizer Technologies Inc.
Atmofizer's consumer and industrial solutions are based on its patent-protected and patent pending technology for ultrafine particle agglomeration and neutralization. This capability creates a revolutionary and more efficient method for addressing the wide range of dangerous nano-scale particles, viruses and bacteria that are too small to be effectively managed by conventional HEPA filters and ultraviolet lights. Atmofizer plans to disrupt the air treatment industry by improving air safety and purification efficiency while lowering customers' operational costs.
Atmofizing air refers to the process of using ultrasonic acoustic waves to agglomerate (cluster together) small particles into a larger target that is then radiated by ultraviolet light to neutralize their harmful properties, making the air you breathe less hazardous to your health. Using units that atmofize air in tandem with HEPA filters can make the HEPA filters work more efficiently, enable the use of a less-powerful filter and result in a cleaner and longer-lasting filter that reduces operating costs and is less of a health hazard to clean or replace.
Atmofizer is patent-pending and patent-protected sole source of technology to atmofize air and is applying its proprietary technology in consumer and industrial air purification products currently manufactured under the Atmofizer brand, as well as in retail and commercial devices produced by other companies that integrate Atmofizer technology into their own products under license. Atmofizer's owned and licensed product lines include wearable, portable and mobile use for personal air treatment, as well as larger systems to handle higher air volumes for commercial, industrial, institutional and residential applications.
Forward-Looking Information
This press release contains "forward-looking information" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as "may", "will", "expect", "likely", "should", "would", "plan", "anticipate", "intend", "potential", "proposed", "estimate", "believe" or the negative of these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen, or by discussions of strategy. The forward-looking information contained herein includes, without limitation, any sales under the ATM Program, the use of proceeds from the sale of Common Shares and the business and strategic plans of the Company.
By their nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking information in this press release including, without limitation: the Company's ability to comply with all applicable governmental regulations including all applicable laws and regulations; impacts to the business and operations of the Company due to the COVID-19 pandemic; potential conflict in eastern Europe, a limited operating history, the ability of the Company to access capital to meet future financing needs; the Company's reliance on management and key personnel; competition; changes in consumer trends; foreign currency fluctuations; and general economic, market or business conditions.
Additional risk factors can also be found in the Company's continuous disclosure documents which have been filed on SEDAR and can be accessed at www.sedar.com. Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information. The forward-looking information contained herein is made as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward-looking information is made. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law. Readers should also review the risks discussed under "Risk Factors" in the Company's Annual Information Form for the year ended September 30, 2021.
SOURCE Atmofizer Technologies Inc.
For additional information on the Company, please contact: Olivier Centner, Chief Executive Officer, Telephone: 305-902-1858, Email: [email protected]; For Media Inquiries and Investor Relations, please contact: Email: [email protected]
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