Axos Financial (NYSE:AXO)
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AXS-One Enters Into Agreement for $6.75 Million Investment With
Institutional Investors, Management and Board Members
Potomac Capital Leads Round and RIT Capital Partners is Largest Investor
RUTHERFORD, N.J., June 17 /PRNewswire-FirstCall/ -- AXS-One Inc. (AMEX:AXO), a
leading provider of high performance records compliance management software
solutions, today announced that it has entered into a definitive agreement with
a number of investors including Potomac Capital and RIT Capital Partners plc,
as well as AXS-One Management and Board members to sell shares of its common
stock for $1.49 per share. In connection with the sale of common stock, the
Company will also issue to the investors three-year warrants to purchase 20% of
the number of shares of common stock issued in connection with the offering,
with the warrants being priced at $1.90 and $2.15 in two equal tranches. This
transaction, which is subject to American Stock Exchange approval and other
customary closing conditions, will result in gross proceeds of approximately
$6.75 million (with net proceeds of approximately $6.45 million after
transaction expenses). UK based RIT Capital Partners plc, the publicly listed
UK investment trust chaired by Lord Rothschild, is the largest investor in the
offering which is being led by New York City based Potomac Capital, an existing
shareholder. AXS-One Management and Board together represent 10% of the
investment. The closing with respect to the shares being offered to the
company's Management and Board of Directors will be subject to shareholder
approval. Kaufman Bros., L.P. served as the placement agent in this
transaction.
Following the close of the private placement, Anthony H. Bloom will be
appointed to the Company's Board of Directors, replacing Edwin T. Brondo. The
Board will remain with eight directors. Mr. Bloom, a professional investor, was
previously Chairman and CEO of The Premier Group, one of South Africa's largest
diversified industrial enterprises. He is currently Chairman of Cineworld UK
Ltd and has been a director of a number of other companies including RIT
Capital Partners plc.
"We are pleased that several notable institutions have committed investment
capital in AXS-One, and we welcome Tony Bloom to our Board. Tony is an
accomplished business executive with relationships across the world. His
knowledge of the law, finance and compliance will be an invaluable help in
leveraging our success. Both actions represent a direct endorsement of our
opportunities in Records Compliance Management, and the potential of the market
itself," commented Bill Lyons, CEO of AXS-One. "I would also thank Ed Brondo
for his untiring service over the past 8 years. Ed's expertise as a
long-standing customer of AXS-One's products as well as his accounting
background has provided the Board with valuable insights over the years."
The shares of common stock issuable in the private placement and issuable upon
exercise of the warrants have not been registered under the Securities Act of
1933 and may not be subsequently offered or sold by the investors absent
registration or an applicable exemption from the registration requirements.
AXS-One has agreed to file a registration statement covering the resale of the
securities issued in this transaction and issuable upon exercise of the
warrants.
For additional information, please refer to AXS-One's current report on Form
8-K to be filed with the Securities and Exchange Commission with respect to
this transaction.
Special Note Regarding Forward-Looking Statements: A number of statements
contained in this release are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 that involve risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied in the applicable statements. These risks and
uncertainties include, but are not limited to: the inability to satisfy closing
conditions for the contemplated financing; our ability to grow license and
service revenue; potential vulnerability to technological obsolescence; the
risks that its current and future products may contain errors or defects that
would be difficult and costly to detect and correct; potential difficulties in
managing growth; dependence on key personnel; the possible impact of
competitive products and pricing; and other risks described in more detail in
AXS-One's Securities and Exchange Commission filings.
About AXS-One Inc.
AXS-One Inc. (AMEX:AXO) is a leading provider of high performance Records
Compliance Management solutions. The AXS-One Compliance Platform enables
organizations to implement secure, scalable and enforceable policies that
address records management for corporate governance, legal discovery and
industry regulations such as SEC17a-4, NASD 3010, Sarbanes-Oxley, HIPAA, The
Patriot Act and Gramm-Leach Bliley. AXS-One's award-winning technology has
been critically acclaimed as best of class and delivers digital archiving,
business process management, electronic document delivery and integrated
records disposition and discovery for e-mail, instant messaging, images, SAP
and other corporate records. Founded in 1979, and headquartered in Rutherford,
NJ, AXS-One has offices worldwide including in the United States, Australia,
Singapore, United Kingdom and South Africa. For further information, visit the
AXS-One web site at http://www.axsone.com/.
AXS-One, the AXS-One logo, "Access Tomorrow Today," AXSPoint, and TransAXS are
registered trademarks of, and AXS-One Compliance Platform, AXS-One Rapid-AXS,
AXS-One Retention Manager, "The Records Compliance Management Company,"
e-Cellerator, AXS Desk, "AXS-One Collaboration FrameWorks," SMART, AXS-Link and
Tivity are trademarks of, AXS-One Inc., in the U.S. All other company and
product names are trademarks or registered trademarks of their respective
companies.
Company Contact: IR Contact:
Joseph Dwyer Matthew Hayden
AXS-One Inc. Hayden Communications
(201) 935-3400 (858) 704-5065
DATASOURCE: AXS-One Inc.
CONTACT: Joseph Dwyer of AXS-One Inc., +1-201-935-3400,
; or IR, Matthew Hayden of Hayden Communications,
+1-858-704-5065, , for AXS-One Inc.
Web site: http://www.axsone.com/