Nanophase Announces Rights Offering to Stockholders

ROMEOVILLE, Ill., Jan. 05, 2024 (GLOBE NEWSWIRE) -- Nanophase Technologies Corporation (OTCQB: NANX), a leader in minerals-based and scientifically-driven health care solutions across beauty and life science categories — with innovations that protect skin from environmental aggressors and aid in medical diagnostics — today announced that it has filed a registration statement on Form S-1 with the Securities and Exchange Commission (the "SEC") for a rights offering to existing holders of its common stock, par value $0.01 per share. Nanophase expects to receive gross proceeds of approximately $2.0 million, less expenses of the rights offering.

The rights offering will be made through the distribution to existing shareholders of non-transferable subscription rights to purchase their pro rata portion of 5,000,000 shares of the Company's common stock at a subscription price of $0.40 per share. Each shareholder will receive subscription rights to purchase 0.1 shares of stock for every share held as of the record date for the distribution of the rights, which is December 20, 2023. The Company has decided to extend the subscription period to run through February 2, 2024, which will be the expiration date of the rights offering.

The purpose of this rights offering is to raise equity capital in a cost-effective manner that gives Nanophase's stockholders the opportunity to participate. The net proceeds will be used to satisfy a bridge loan from an affiliate of Bradford T. Whitmore, in the amount of $2.0 million which is being used for general corporate purposes. Mr. Whitmore is the Company’s largest shareholder.

The rights offering includes an over-subscription privilege which permits each rights holder that exercises its rights in full to purchase additional shares of common stock that remain unsubscribed at the expiration of the offering. This over-subscription privilege is subject to the availability and allocation of shares among holders exercising this over-subscription privilege, as further described in the rights offering documents.

We have entered into a Rights Offering Backstop Agreement with Mr. Whitmore and certain of his affiliates (the “Backstop Purchasers”). In addition to the rights that all shareholders have been given, the Backstop Purchasers have agreed to purchase any and all shares of Common Stock that other securityholders do not subscribe for in our Rights Offering, subject to the terms, conditions and limitations of the Backstop Agreement as filed.