BEIJING, March 7,
2023 /PRNewswire/ -- Baijiayun Group Ltd
("Baijiayun" or the "Company") (Nasdaq: RTC), a video-centric
technology solution provider with core expertise in SaaS/PaaS
solutions, today announced that it has entered into a securities
purchase agreement and a two-year $10
million convertible note (the "Note") which may be
convertible into the Company's Class A ordinary shares with
BetterJoy Limited Partnership ("BetterJoy" or the "Holder") on
February 20, 2023. The proceeds are
to be used for working capital purposes.
Terms of Agreement Highlights
- The two-year $10M (as in
principal amount) Note has an annual interest rate of 4%
- The principal amount and the interest payable under the Note
will mature on 2/1/2025, unless earlier converted or redeemed.
- The Note has a fixed conversion price of $10 per Class A ordinary share and a floor price
of $7 per Class A ordinary
share[i].
- The Holder shall be entitled to convert any portion of the
outstanding and unpaid conversion amount into the Company's Class A
ordinary shares at the fixed conversion price by serving a
conversion notice on the Company.
- On 2/1/2024 and 2/1/2025,
respectively, Baijiayun shall redeem an applicable redemption
amount in accordance with the redemption schedule provided in the
Note in cash, Class A ordinary shares through conversion of the
Note, or a combination of both, at the Company's option.
- Baijiayun has the right, but not the obligation, to redeem
early in cash a portion or all amounts outstanding under the Note
by delivering a written company redemption Notice, subject to
certain prior notice and trading price requirements.
- The Holder shall not hold at any time in excess of 4.99% of the
number of Class A ordinary shares outstanding immediately after
giving effect to such conversion.
The Note was sold pursuant to an exemption from the registration
requirements under the Securities Act of 1933, as amended. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such state.
"As we continue to focus on expanding new technology paths,
cultivating vertical scenarios, and developing AI, we are executing
solidly in our growth strategy of seizing greater market share in
the fast-growing video cloud total solutions marketplace,"
commented Mr. Gangjiang Li, chairman of the board and chief
executive officer of the Company. "This convertible note will
further supplement our working capital needs as we deliver rapid
revenue growth and robust operational results. We reiterate our
guidance of total revenues for the fiscal year ending June 30, 2023 to be between $90 million and $103
million, and non-GAAP net income of between $5 million and $7
million, respectively[ii]."
About Baijiayun Group Ltd
Baijiayun is a video-centric technology solution provider with
core expertise in SaaS/PaaS solutions. Baijiayun is committed to
delivering reliable, high-quality video experiences across devices
and localities and has grown rapidly since the inception in 2017.
Premised on its industry-leading video-centric technologies,
Baijiayun offers a wealth of video-centric technology solutions
including Video SaaS/PaaS, Video Cloud and Software, and Video AI
and System Solutions. Baijiayun is catered to the evolving
communications and collaboration needs of enterprises of all sizes
and industries, which makes Baijiayun a one-stop video-centric
technology solution provider.
Safe Harbor Statement
This press release contains certain "forward-looking
statements." These statements are made under the "safe harbor"
provisions of the U.S. Private Securities Litigation Reform Act of
1995. Statements that are not historical facts, including
statements about the parties' perspectives and expectations, are
forward-looking statements. The words "will," "expect," "believe,"
"estimate," "intend," "plan" and similar expressions indicate
forward-looking statements.
Such forward-looking statements are inherently uncertain, and
shareholders and other potential investors must recognize that
actual results may differ materially from the expectations as a
result of a variety of factors. Such forward-looking statements are
based upon management's current expectations and include known and
unknown risks, uncertainties, and other factors, many of which are
hard to predict or control, that may cause the actual results,
performance, or plans to differ materially from any future results,
performance or plans expressed or implied by such forward-looking
statements. The forward-looking information provided herein
represents the Company's estimates as of the date of this press
release, and subsequent events and developments may cause the
Company's estimates to change.
The Company specifically disclaims any obligation to update the
forward-looking information in the future. Therefore, this
forward-looking information should not be relied upon as
representing the Company's estimates of its future financial
performance as of any date subsequent to the date of this press
release.
A further list and description of risks and uncertainties can be
found in the documents that the Company has filed or furnished or
may file or furnish with the U.S. Securities and Exchange
Commission, which you are encouraged to read. Should one or more of
these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those indicated or anticipated by such forward-looking
statements. Accordingly, you are cautioned not to place undue
reliance on these forward-looking statements. Forward-looking
statements relate only to the date they were made, and the Company
undertakes no obligation to update forward-looking statements to
reflect events or circumstances after the date they were made
except as required by law or applicable regulation.
Investor / Media Contact:
Crocker Coulson
CEO, AUM Media, Inc.
(646) 652 7185
crocker.coulson@aummedia.org
Company Contact:
Yong
Fang
CFO, Baijiayun Group Ltd
(267) 939 5080
fangyong@baijiayun.com
______________________
[i] The
Holder will only convert at the floor price at events of default as
specified in the Note.
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[ii] The fiscal year ending June 30,
2023 guidance is for BaiJiaYun Limited, a wholly-owned
subsidiary of the Company. Non-GAAP net income is defined as net
income/(loss) adjusted to exclude share-based compensation expenses
and reverse acquisition related expenses.
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SOURCE Baijiayun Group Limited