GlobalSCAPE Announces Plan to Launch Modified Dutch Auction Tender Offer

GlobalSCAPE, Inc. (NYSE American: GSB) (“GlobalSCAPE” and/or the “Company”) today announced its plan to launch a modified Dutch auction tender offer (“Tender Offer”) to purchase up to $15,000,000 in value of shares of its common stock, par value $0.001 per share (the “Shares”) at a purchase price not greater than $4.50 nor less than $4.00 per share. On August 20, 2018, the closing price of the Company’s common stock was $3.47 per share. The Tender Offer is expected to commence in the next few days and will remain open for 20 business days.

A modified Dutch auction tender offer allows stockholders to indicate how many Shares and at what price within the range described above they wish to tender their Shares. Based on the number of Shares tendered and the prices specified by the tendering stockholders, the Company will determine the lowest price per share (the “Purchase Price”) that will enable it to purchase $15,000,000 in value of Shares at such price, or a lower amount depending on the number of Shares that are properly tendered and not properly withdrawn prior to the expiration date. All Shares purchased in the Tender Offer will be purchased at the same Purchase Price, even if the stockholder tendered at a lower price. If the Tender Offer is fully subscribed, the Company will have purchased approximately 15.2 percent to 17.1 percent of outstanding Shares as of August 20, 2018.

If the number of Shares properly tendered at or below the Purchase Price and not properly withdrawn prior to the expiration date would result in an aggregate purchase price of more than $15,000,000, the Company will purchase Shares tendered at or below that price on a pro rata basis. The Tender Offer will not be conditioned upon any minimum value of Shares being tendered or contain any financing conditions. The Company intends to fund the Purchase Price of the Shares using available cash.

While the Company’s Board of Directors has authorized the Company to make the Tender Offer, neither the Company, nor its Board of Directors, makes any recommendation to any stockholder as to whether to tender or refrain from tendering any Shares or as to the price or prices at which stockholders may choose to tender their Shares. The Company has not authorized any person to make any such recommendation. Stockholders must decide whether to tender their Shares and, if so, how many Shares to tender and at what price or prices to tender. In doing so, stockholders should carefully evaluate all of the information included or incorporated by reference in the Tender Offer documents (as they may be amended or supplemented), when available, before making any decision with respect to the Tender Offer, and should consult their own broker or other financial and tax advisors.