CORAL SPRINGS, Fla., March 18, 2024 /PRNewswire/ -- AmBase Corporation (OTC: ABCP) ("AmBase" or the "Company") announced today a net loss of $5,271,000 or $0.13 per share for the twelve months ended December 31, 2023.
For the twelve months ended December 31, 2022, the Company recorded a net loss of $3,473,000 or $0.09 per share.
Statements made in this press release may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted or quantified. Forward-looking statements can be identified by such words as "estimates," "expects," "anticipates," "believes," "plans," "intends" and variations of such words and similar expressions. The Company cautions readers that a variety of factors could cause the Company's actual results to differ materially from the anticipated results or other expectations expressed in the Company's forward-looking statements. These risks and uncertainties, many of which are beyond the Company's control, include, but are not limited to those set forth under the heading "Forward-Looking Statements" and "Risk Factors" in the Company's Annual Reports on Form 10-K, as may be supplemented or amended by the Company's Quarterly Reports on Form 10-Q, which are incorporated herein by reference. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.
AmBase Corporation
Summary Results
(in thousands, except per share data)
Twelve Months
2023
2022
Operating expenses
$ 5,031
$ 3,424
Operating loss
(5,031)
(3,424)
Interest income
2
9
Interest expense
(241)
(57)
Income (loss) before income taxes
(5,270)
(3,472)
Income tax expense (benefit)
1
1
Net income (loss)
$ (5,271)
$ (3,473)
Net income (loss) per common share - basic
$ (0.13)
$ (0.09)
Weighted average common shares outstanding - basic
40,738
40,738
As previously disclosed in periodic reports filed by AmBase Corporation (the "Company") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company's financial statements have expressed a qualification about the Company's ability to continue as a going concern and the Company has been considering various alternatives to provide the necessary cash resources to continue operations and continue the litigation related to the 111 West 57th Property. The Company has been considering and evaluating various strategic funding and financing alternatives in order to raise capital. Possible funding alternatives considered have included a variety of sources, including but not limited to litigation funding agreements, offerings of equity or debt securities, loans, or any combination thereof with third parties, existing shareholders of the Company and/or Company management.
Equity Offering; Commencement and Summary of Terms
In order to provide the necessary cash resources to continue operations and continue the litigation related to the 111 West 57th Property, and repay amounts currently owed, on February 28, 2024, the Company has commenced a private placement offering (the "Equity Offering") of 44,200,460 shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"). The following is a description of the principal terms of, and the means by which interested and qualified stockholders of the Company may participate in, the Equity Offering.
The purchase price for one share of Common Stock in the Equity Offering is $0.20. The Company expects to receive gross proceeds of approximately $8.8 million in connection with the Equity Offering before deducting offering expenses. There are no limitations on the Company's use of such proceeds when received, although it is anticipated that a substantial part of the proceeds will be applied to repayment of existing Company obligations.
The Shares are not being registered under the Securities Act of 1933, as amended (the "Securities Act"), and are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(c) promulgated thereunder. As such, the Shares will be "restricted securities" under the Securities Act and will generally be subject to a minimum holding period of six months under Rule 144 before the Shares may be resold. The Shares will be offered and sold only to existing stockholders of record of the Company as of February 28, 2024 (the "Record Date"). Each qualifying stockholder will be permitted to purchase up to his, her or its pro rata share of the Shares in the Equity Offering, based on the amount of shares of Common Stock owned by such stockholder as of the Record Date, in an amount equal to up to one hundred and eight and one-half percent (108.5%) of the number of shares of Common Stock beneficially owned by such stockholder as of the Record Date. For example, a qualifying stockholder who owned 10,000 shares as of the Record Date would be eligible to purchase up to 10,850 Shares. Only those stockholders who qualify as accredited investors under Rule 501(a) of Regulation D of the Securities Act may purchase Shares in the Equity Offering, and each such stockholder will be required to provide documentary evidence that he, she or it qualifies as an accredited investor. The Equity Offering commenced on or about February 28, 2024, and will remain open for a period of thirty (30) calendar days ending on March 29, 2024 (the "Subscription Deadline").
The Shares will be offered and sold pursuant to a Subscription Agreement (the "Subscription Agreement") to be entered into by and between the Company and each subscribing stockholder (each, a "Purchaser" and collectively, the "Purchasers"). The Subscription Agreement provides for a disclosure package consisting solely of the Company's current Exchange Act filings, includes a required investor questionnaire, a required confirmation of record or beneficial ownership, and contains customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties. The foregoing summary of the Subscription Agreement is qualified entirely by reference the Form of Subscription Agreement that is filed as Exhibit 10.1 hereto and is incorporated herein by reference. Interested prospective Purchasers may download or reproduce a copy of the Subscription Agreement, complete it and the accompanying investor questionnaire and confirmation, and follow the instructions contained therein for delivery of the documentation and the applicable purchase price to the Company. The Subscription Agreement will be available for download from the following link: https://amstock.mobular.net/amstock/ABCP.
In connection with the Equity Offering, the Company also entered into a standby purchase agreement (the "Standby Purchase Agreement") with BARC Investments, LLC ("BARC"), an affiliate of the Company owned and controlled by Company directors Alessandra F. Bianco and Richard A. Bianco, Jr. and their sibling Christina Bianco. Under the terms of the Standby Purchase Agreement:
BARC has subscribed to purchase its pro rata share of Shares in the Equity Offering at $0.20 per Share;
BARC has agreed to act as a standby purchaser and shall subscribe to purchase all of the Shares that are not otherwise validly subscribed for by other stockholders by the Subscription Deadline at $0.20 per Share; and
BARC was granted a contractual preemptive right to participate in future equity offerings by the Company to maintain its percentage ownership in the Company as measured following the completion of the Equity Offering.
The Standby Purchase Agreement also contains customary representations and warranties and agreements of the Company and BARC and customary indemnification rights and obligations of the parties, in each case substantially the same as contained in the Subscription Agreement.The foregoing description of the Standby Purchase Agreement is qualified entirely by reference to that agreement. The form of Standby Purchase Agreement filed as an exhibit to filings by the Company under the Exchange Act.
The Equity Offering is expected to be completed promptly within five business days following the Subscription Deadline. However, there can be no assurance that the Equity Offering will be completed within the timeframe contemplated or at all, and there can be no assurance that the Company will be able to secure any such funding and/or financing arrangements on acceptable terms or at all. Moreover, there can be no assurance that the net proceeds of the Equity Offering, when it is completed, will be sufficient to meet all of the Company's future funding requirements.
Other Related Matters
The Company will continue to consider and explore other litigation funding agreements with third party litigation funders that it could enter into for portions of the litigation costs for up to $5 million of funding, at market terms to be agreed upon at such times. In general litigation funding agreements are structured so that the litigation funder would receive back their initial funding amount first (i.e. before any recovery is received by the Company), plus an additional multiple of 1.0 times to 3.5 times the amount funded (depending on various factors), plus depending on the funder, additional fees, expenses, interest and potentially an additional percentage of the total recovery received.
The Board of Directors of the Company also anticipates that at the Company's 2024 Annual Meeting of Stockholders (the "Annual Meeting"), anticipated to be held in June 2024, the Company's stockholders will be asked to consider and authorize an Amendment to the Company's Restated Certificate of Incorporation to increase the number of shares of common stock the Company is authorized to issue. The details of matters to be voted on by stockholders will be included in the Company's Definitive Proxy Statement for the Annual Meeting.
The information in this press release should be read in conjunction with the AmBase Corporation's Annual Report on Form 10-K for the year-to-date period ended December 31, 2023, filed with the Securities and Exchange Commission. A more complete discussion of the Company's annual results and the Company's affairs is included in AmBase Corporation's Annual Report on 10-K for the annual period December 31, 2023, filed with the Securities and Exchange Commission.
