SCOTTSDALE, Ariz., March 7,
2025 /PRNewswire/ -- Axon Enterprise, Inc. (Nasdaq:
AXON) ("Axon") announced today that it has entered into separate,
privately negotiated exchange agreements with certain holders of
its 0.50% convertible senior notes due 2027 (the "Notes"). Pursuant
to these exchange agreements, Axon has agreed, subject to customary
closing conditions, to exchange approximately $407.5 million aggregate principal amount of the
Notes for exchange consideration consisting of cash and shares of
its common stock that will be determined over an averaging period
commencing on March 7, 2025. Assuming
the per share volume-weighted average price of Axon's common stock
during each day of the averaging period is $499.31 (the closing price of Axon's common stock
on March 6, 2025), Axon expects to
issue an aggregate of approximately 1.0 million shares of common
stock upon consummation of the exchanges. The cash portion of the
exchange consideration will represent the principal amount of, and
accrued and unpaid interest on, the Notes being exchanged.
Following the closing of the exchanges, which is expected to occur
on or about March 13, 2025, Axon will
have approximately $282.5 million
aggregate principal amount of Notes outstanding.
In connection with these exchanges, Axon expects the various
exchange agreement counterparties who have hedged their equity
price risk with respect to the Notes being exchanged (the "hedged
holders") will unwind all or part of their hedge positions by
purchasing Axon's common stock and/or entering into or unwinding
various derivative transactions with respect to Axon's common
stock. The amount of Axon's common stock to be purchased by the
hedged holders or the notional number of shares of Axon's common
stock underlying such derivative transactions may be substantial in
relation to the historic average daily trading volume of Axon's
common stock. This activity by the hedged holders could increase
(or reduce the size of any decrease in) the market price of Axon's
common stock. Axon cannot predict the magnitude of such market
activity or the overall effect it will have on the price of Axon's
common stock.
The shares of Axon's common stock to be issued in the exchanges
have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), or the securities laws of any U.S.
state securities or other jurisdiction, and may not be offered or
sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and such other
jurisdictions. This press release does not constitute an
offer to buy or sell or the solicitation of an offer to sell or buy
Notes or shares of Axon's common stock in any jurisdiction in which
such an offer, purchase or sale would be unlawful.
ABOUT AXON
Axon is a technology leader in global public safety. Our
moonshot goal is to cut gun-related deaths between police and the
public by 50% before 2033. Axon is building the public safety
operating system of the future by integrating a suite of hardware
devices and cloud software solutions that lead modern policing.
Axon's suite includes TASER energy devices, body cameras, in-car
cameras, cloud-hosted digital evidence management solutions,
productivity software and real-time operations capabilities. Axon's
growing global customer base includes first responders across
international, federal, state and local law enforcement, fire,
corrections and emergency medical services, as well as the justice
sector, enterprises and consumers.
Media Contact:
Alex
Engel
Vice President, Communications
Press@Axon.com
Non-Axon trademarks are property of their respective
owners.
The Delta Logo and Axon are trademarks of Axon Enterprise,
Inc., some of which are registered in the US and other countries.
For more information visit www.axon.com/legal. All rights
reserved.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
Forward-looking statements in this press release include, but
are not limited to, statements regarding Axon's future plans and
goals, the consummation of the exchanges, the effect of the
exchanges on the price of Axon's common stock, the number of shares
of common stock to be issued in the exchanges, proposed products
and services and related development efforts and activities and
expectations about the market for Axon's current and future
products and services, including statements related to Axon's user
base and customer profiles. Words such as "may," "will," "should,"
"could," "would," "predict," "potential," "continue," "expect,"
"anticipate," "future," "intend," "plan," "believe," "estimate,"
and similar expressions, as well as statements in future tense,
identify forward-looking statements. However, not all
forward-looking statements contain these words.
Axon cannot guarantee that any forward-looking statement will be
realized, although it believes it has been prudent in Axon's plans
and assumptions. Achievement of future results is subject to risks,
uncertainties and potentially inaccurate assumptions. The following
important factors could cause actual results to differ materially
from those in the forward-looking statements: Axon's exposure to
cancellations of government contracts due to non-appropriation
clauses, exercise of a cancellation clause or non-exercise of
contractually optional periods; the ability of law enforcement
agencies to obtain funding, including based on tax revenues; Axon's
ability to design, introduce and sell new products, services or
features; Axon's ability to defend against litigation and protect
Axon's intellectual property, and the resulting costs of this
activity; Axon's ability to win bids through the open bidding
process for governmental agencies; Axon's ability to manage its
supply chain and avoid production delays, shortages and impacts to
expected gross margins; the impacts of inflation, macroeconomic
conditions and global events; the impact of catastrophic events or
public health emergencies; the impact of stock-based compensation
expense, impairment expense and income tax expense on Axon's
financial results; customer purchase behavior, including adoption
of Axon's software as a service delivery model; negative media
publicity or sentiment regarding Axon's products; the impact of
various factors on gross margins; defects in, or misuse of, Axon's
products; changes in the costs of product components and labor;
loss of customer data, a breach of security or an extended outage,
including by Axon's third-party cloud-based storage providers;
exposure to international operational risks; delayed cash
collections and possible credit losses due to Axon's subscription
model; changes in government regulations in the United States and in foreign markets,
especially related to the classification of Axon's products by the
United States Bureau of Alcohol, Tobacco, Firearms and Explosives;
Axon's ability to integrate acquired businesses; the impact of
declines in the fair values or impairment of Axon's investments,
including Axon's strategic investments; Axon's ability to attract
and retain key personnel; litigation or inquiries and related time
and costs; Axon's ability to remediate the material weakness in
Axon's internal controls; and counter-party risks relating to cash
balances held in excess of federally insured limits. Many events
beyond Axon's control may determine whether results it anticipates
will be achieved. Should known or unknown risks or uncertainties
materialize, or should underlying assumptions prove inaccurate,
actual results could differ materially from past results and those
anticipated, estimated or projected. You should bear this in mind
as you consider forward-looking statements. The Annual Report on
Form 10-K that Axon filed with the Securities and Exchange
Commission ("SEC") for the year ended December 31, 2024, lists various important
factors that could cause actual results to differ materially from
expected and historical results. These factors are intended as
cautionary statements for investors within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended, and Section
27A of the Securities Act of 1933, as amended. Readers can find
them under the heading "Risk Factors" in Axon's Annual Report on
Form 10-K for the year ended December 31,
2024, and investors should refer to them. You should
understand that it is not possible to predict or identify all such
factors. You should understand that it is not possible to predict
or identify all such factors. Consequently, you should not consider
any such list to be a complete set of all potential risks or
uncertainties.
Except as required by law, Axon undertakes no obligation to
publicly update forward-looking statements, whether as a result of
new information, future events or otherwise. You are advised,
however, to consult any further disclosures Axon makes on related
subjects in Axon's Form 8-K, 10‑Q and 10‑K reports to the SEC.
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SOURCE Axon
