Item 1.01 Entry into a Material Definitive Agreement.
On June 23, 2019, comScore, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with CVI Investments, Inc. (the “Investor”) pursuant to which the Investor agreed to purchase (i) 2,728,513 shares (the “Initial Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price of $7.33 per share, representing a 5.4% discount to the closing price of the Common Stock as of June 21, 2019 and (ii) Series A Warrants, SeriesB-1 Warrants, SeriesB-2 Warrants and Series C Warrants (the “Warrants”, and together with the Initial Shares, the “Securities”), for aggregate gross proceeds of $20.0 million (the “Private Placement”). The Private Placement is anticipated to close on or about June 26, 2019, subject to customary closing conditions (the “Closing Date”).
The SeriesB-1 and SeriesB-2 Warrants will be exercisable by the holders at any time prior to thesix- and twelve-month anniversaries of the Closing Date, respectively. The SeriesB-1 Warrants provide the holders the right to purchase an aggregate of up to 2,347,418 shares of Common Stock at an exercise price equal to $8.52 (107.5% of the volume-weighted average price of the Common Stock as of June 21, 2019 (the “Initial Market Price”)) and the SeriesB-2 Warrants provide the holders the right to purchase an aggregate of up to 1,121,076 shares of Common Stock at an exercise price equal to $8.92 (112.5% of the Initial Market Price). The SeriesB-1 andB-2 Warrants may be exercised for cash only.
If all of the SeriesB-1 Warrants or SeriesB-2 Warrants have not been exercised prior to their respective expiration dates, the Company will have the right, subject to prior notice to the holders and certain equity, volume and other conditions, to force the exercise of any unexercised portion of the applicable SeriesB-1 orB-2 Warrants by such holders. The forced exercise price for the SeriesB-1 Warrants will be 85% of the volume weighted average price of the Common Stock as of the date immediately preceding the expiration date of the SeriesB-1 Warrants (the “SeriesB-1 Forced Exercise Price”). The forced exercise price for the SeriesB-2 Warrants will be the lesser of (i) 85% of the volume weighted average price of the Common Stock on the date immediately preceding the expiration date of the SeriesB-2 Warrants and (ii) the SeriesB-1 Forced Exercise Price.
The Series A Warrants will be exercisable for a period of five years from the Closing Date and are exercisable into a number of shares of Common Stock equal to the Initial Shares plus any shares issued pursuant to the exercise of the Series C Warrants (as described below). The exercise price for the Series A Warrants will be $12.00 (151.3% of the Initial Market Price). The Series A Warrants may be exercised for cash or through a net settlement feature.
The Series C Warrants will be partially prepaid warrants (with a nominal remaining exercise price) that are not exercisable before September 21, 2019 and will expire 90 days after the first anniversary of the Closing Date. If the volume weighted average price of the Common Stock as of September 20, 2019, discounted by 7.5%, is less than the Investor’s purchase price for the Initial Shares, then, upon exercise, the Company will be required to issue to the Investor a number of shares of Common Stock equal to (i) (x) the Investor’s purchase price for the Initial Shares divided by (y) 92.5% of the volume weighted average price of the Common Stock as of the date immediately preceding exercise, subject to a floor of 50% of the price per Initial Share, less (ii) the number of Initial Shares issued to the Investor on the Closing Date.
The exercise prices for the Series A,B-1 andB-2 Warrants are subject to anti-dilution adjustment in certain circumstances. If and to the extent the exercise of any Warrants would, together with the issuances of the Initial Shares and the shares issued pursuant to the exercise of any other Warrants, result in the issuance of 20% or more of the outstanding Common Stock of the Company on the Closing Date, the Company intends to, in lieu of issuing such shares, settle the obligation to issue such shares in cash.
In addition, the Investor will not have the right to exercise any Warrant that would result in the Investor beneficially owning more than 4.99% of the outstanding Common Stock after giving effect to such exercise. If any forced exercise of a SeriesB-1 orB-2 Warrant would result in the Investor beneficially owning more than 4.99% of the outstanding Common Stock, the Investor will pay the applicable forced exercise price and no shares of Common Stock will be issued, but instead the aggregate number of shares of Common Stock issuable upon any exercise of the Series C Warrant will increase by an equal amount.
Pursuant to the transactions described above, the Company agreed to a105-daylock-up period related to any future offering of equity or equity-linked securities and also agreed to provide the Investor with registration rights relating to the Initial Shares and any shares issuable upon the exercise of the Warrants.
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