Rockley to retain up to $24.5 million of
incremental funding, of which $10.0 million will be received at
closing
Rockley Photonics Holdings Limited (“Rockley”) (NYSE: RKLY), a
global leader in photonics-based health monitoring and
communications solutions, today announced that it has entered into
a definitive agreement with holders of outstanding Convertible
Senior Secured Notes due 2026 (or their affiliates) and one new
investor to issue approximately $90.6 million aggregate original
principal amount of a new series of Convertible Senior Secured
Notes due 2026 (the “New Notes”) generating net proceeds after
discount of approximately $89.4 million with an initial conversion
price of $0.6888 and warrants (the “Warrants”) to purchase 131.6
million ordinary shares of the Company (the “Ordinary Shares”) at a
price of $1.1182 per share, subject to certain anti-dilution
adjustments.
Rockley will use approximately $63.9 million of the proceeds to
repurchase all currently outstanding Senior Secured Notes due 2022
(the “Bridge Notes”) in an aggregate original principal amount of
approximately $12.4 million and a portion of its outstanding
Convertible Senior Secured Notes due 2026 (the “Existing Notes”) in
an aggregate original principal amount of $50.0 million (inclusive
of accrued interest and related fees and expenses). In addition,
approximately $14.5 million of the proceeds will be placed in an
escrow account for release to Rockley at the direction of the
requisite number of holders of the New Notes. Following the
repurchases and giving effect to the placement of funds into
escrow, Existing Notes in an aggregate original principal amount of
$28.5 million will remain outstanding, and Rockley will retain
$10.0 million of proceeds (exclusive of the funds placed in
escrow). Rockley intends to use these proceeds, together with any
such funds released from escrow, for general corporate
purposes.
The amounts reflected above include an investment by Dr. Andrew
Rickman, Rockley’s chairman and chief executive officer, in
approximately $1.1 million of the New Notes and Warrants on the
same terms as the other purchasers of the New Notes and Warrants.
Dr. Rickman’s participation has been separately reviewed and
approved by Rockley’s audit committee and independent members of
Rockley’s board of directors.
The transaction is subject to customary closing conditions and
is expected to close on October 25, 2022. More detailed information
concerning this financing can be found in the Current Report on
Form 8-K that Rockley filed with the U.S. Securities and Exchange
Commission on October 25, 2022.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities (including the Ordinary
Shares, if any, issuable upon conversion of the New Notes and
exercise of the Warrants) and shall not constitute an offer,
solicitation, or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful.
About Rockley Photonics
A global leader in photonics-based health monitoring and
communications solutions, Rockley Photonics is developing a
comprehensive range of photonic integrated circuits and associated
modules, sensors, and full-stack solutions. From next-generation
sensing platforms specifically designed for mobile health
monitoring and machine vision to high-speed, high-volume solutions
for data communications, Rockley is laying the foundation for a new
generation of applications across multiple industries. Rockley
believes that photonics will eventually become as pervasive as
micro-electronics, and it has developed a platform with the power
and flexibility needed to address both mass markets and a wide
variety of vertical applications.
Formed in 2013, Rockley is uniquely positioned to support
hyper-scale manufacturing and address a multitude of high-volume
markets. Rockley has partnered with numerous tier-1 customers
across a diverse range of industries to deliver the complex optical
systems required to bring transformational products to market.
Cautionary Note Regarding Forward-Looking Statements
Statements in this press release that are not historical facts
constitute “forward-looking statements” for purposes of the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements include statements
regarding Rockley’s future expectations, beliefs, plans,
objectives, and assumptions regarding future events or performance.
The words “accelerate,” “advance,” “anticipate,” “believe,” “can,”
“capability,” “continue,” “could,” “develop,” “enable,” “estimate,”
“eventual,” “expand, “expect,” “focus,” “forward,” “future,”
“goal,” “intend,” “may,” “might,” “opportunity,” “outlook,” “plan,”
“possible,” “position,” “potential,” “predict,” “project,”
“revolutionize,” “seem,” “should,” “trend,” “vision,” “will,”
“would” or other terms that predict or indicate future events,
trends, or expectations, and similar expressions or the negative of
such expressions may identify forward-looking statements, but the
absence of these words or terms does not mean that a statement is
not forward-looking. Forward-looking statements in this press
release include, but are not limited to, statements regarding the
following: (a) the anticipated timing for the closing of the
proposed financing and repurchase of outstanding debt; and (b) the
anticipated uses of net proceeds from the private placement
transaction (including any funds released from escrow) following
consummation of the anticipated repurchase of outstanding debt.
Forward-looking statements are subject to several risks,
assumptions, and uncertainties (many of which are beyond Rockley’s
control) that may cause actual results or performance to differ
materially from those expressed or implied by these forward-looking
statements. These risks, assumptions, and uncertainties include,
but are not limited to, the risk that the closing does not occur on
the anticipated timeline, or at all; the risk that we do not
receive any of the funds placed into escrow; and the risk factors
described under the heading “Risk Factors” in our Annual Report on
Form 10-K for the year ended December 31, 2021, and in other
documents we file with the Securities and Exchange Commission. If
any of these risks or uncertainties materialize, or should any of
these assumptions prove incorrect, actual results may differ
materially from those discussed in or implied by these
forward-looking statements. There can be no assurance that future
developments affecting Rockley will be those that have been
anticipated. Given these risks and uncertainties, you should not
place undue reliance on these forward-looking statements. These
forward-looking statements speak only as of the date hereof and
Rockley does not intend to update or revise any forward-looking
statements, whether because of new information, future events, or
otherwise, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20221025005483/en/
Media Debra Raine Rainemakers Telephone: +1 415-349-7432 Email:
rockleyphotonics@rainemakers.com
Investors Gwyn Lauber Rockley Photonics Telephone: +1
626-995-0001 Email: investors@rockleyphotonics.com
Rockley Photonics (NYSE:RKLY)
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