EXHIBIT 99.2
AGREEMENT PROVIDES FINANCIAL RESOURCES FOR GROWING BUSINESS
SAN DIEGO--(BUSINESS WIRE)--Dec. 15, 2004--American Technology Corporation (ATC)
(NASDAQ:ATCO - News), an innovator of proprietary sound reproduction
technologies, announced today it has entered into a committed equity financing
facility (CEFF) with Kingsbridge Capital Limited (Kingsbridge) in which
Kingsbridge has committed to provide up to $25 million in financing over the
next two years through the purchase of ATC's common stock. Kingsbridge Capital
is an investment group managing substantial assets for its principal. Under the
agreement, ATC controls the timing, amount and pricing of any financings,
subject to certain conditions.
"This financing structure provides us substantial flexibility in financing our
increasing business," commented Xxxxxxx X. Xxxxxxx, ATC's chief financial
officer. "When compared to other financing options, we believe the CEFF not only
offers superior terms and conditions, but also gives us the latitude we need to
enable our anticipated rapid growth."
Certain details of the CEFF include:
For the next two years, ATC can access up to a total of $25 million from
Kingsbridge in exchange for newly-issued shares of ATC's common stock.
ATC may begin to access the capital upon the Securities and Exchange
Commission declaring effective a registration statement to be filed by
ATC in connection with this financing agreement.
Capital may be accessed in purchase installments of up to 3% of ATC's
market capitalization or $10 million, whichever is less, upon issuance
of a purchase notice by the company, subject to certain conditions. Each
purchase installment will be priced during 15-day financing periods,
with ATC controlling the minimum acceptable purchase price for any
shares to be issued to Kingsbridge, provided that ATC may not set the
purchase price for such shares below $3.00.
Kingsbridge will purchase shares of common stock at discounts ranging
from 8% to 12% of the volume weighted average market price of the common
stock during the financing period, with the reduced discount applying if
the price of the common stock is equal to or greater than $10.
ATC is not obligated to access any of the $25 million available, and
there are no minimum commitments or penalties for non-use.
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The agreement does not prohibit ATC from entering into other fixed-price
debt or traditional equity financing arrangements with other
institutional investors.
Throughout the term of the agreement, Kingsbridge is restricted from any
short selling of ATC's shares.
ATC has issued Kingsbridge a five-year warrant to purchase up to 275,000
shares of its common stock at an exercise price of $8.60 per share.
In connection with this transaction, ATC has entered into a one-year consulting
agreement with Flagstone Securities (Flagstone) for their assistance in
arranging the CEFF and for certain other duties Flagstone has agreed to perform
during the term of the agreement.
Xxxxxxx concluded, "Kingsbridge is a highly-respected institutional investor who
has successfully provided similar financing facilities to other companies and
has an extensive network of institutional contacts within the North American and
European investment communities. We look forward to working with Kingsbridge and
Flagstone in raising ATC's visibility with institutional investors throughout
the world as we Shape the Future of Sound(R)."
This announcement does not constitute an offer to sell or a solicitation of an
offer to buy shares of the ATC's common stock. The warrant issued to Kingsbridge
and the shares that may be issued to Kingsbridge upon exercise of the warrant
and under the CEFF have not been registered under the Securities Act of 1933 or
applicable state securities laws and may not be offered or sold in the United
States or any state thereof absent registration under the Securities Act and
applicable state securities laws or an applicable exemption from the
registration requirements of the Securities Act and applicable state securities
laws. This press release is being issued pursuant to and in accordance with Rule
135c under the Securities Act. ATC has agreed to file a registration statement
covering the resale of the shares of common stock that may be issued to
Kingsbridge upon conversion of the warrant and pursuant to the CEFF.
About American Technology Corporation
American Technology Corporation is Shaping the Future of Sound(R) by developing,
manufacturing and globally distributing its proprietary sound technologies and
products which include: the award-winning HSS(R) (HyperSonic(R) Sound
technology); LRAD(TM) (Long Range Acoustic Device); NeoPlanar(R) planar magnetic
technology and others. The Company is establishing a strong portfolio of
patents, trademarks, and intellectual property including over 160 U.S. and
foreign patents and patent filings to date. For more information on the company
and its technologies and products please visit our web site at xxx.xxxxx.xxx.
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Safe Harbor statement under the Private Securities Litigation Reform Act of
1995: Except for historical information contained herein, the matters discussed
are forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act. You should not place undue reliance on these
statements. We base these statements on particular assumptions that we have made
in light of our industry experience, the stage of product and market development
as well as our perception of historical trends, current market conditions,
current economic data, expected future developments and other factors that we
believe are appropriate under the circumstances. These statements involve risks
and uncertainties that could cause actual results to differ materially from
those suggested in the forward-looking statements, including but not limited to
our ability to timely file and have declared effective a registration statement
related to this financing, an absence of material adverse changes in our
business which could render this financing unavailable, the market price of our
common stock which determines the amount of the proceeds we may receive,
substantial liquidated damages which are payable if the registration statement
becomes unavailable and other risks identified and discussed in our filings with
the Securities and Exchange Commission. These forward-looking statements are
based on information and management's expectations as of the date hereof. Future
results may differ materially from our current expectations. American Technology
Corporation disclaims any intent or obligation to update those forward-looking
statements, except as otherwise specifically stated.
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