Fuel Tech, Inc. Announces $25.8 Million Private Placement Priced At-The-Market Under Nasdaq Rules

Fuel Tech, Inc. (NASDAQ: FTEK) (or "the Company"), a technology company providing advanced engineering solutions for the optimization of combustion systems, emissions control and water treatment in utility and industrial applications, today announced that it has entered into a definitive agreement with investors to purchase 5 million of its shares of common stock in a private placement priced at-the-market under Nasdaq rules. Additionally, the Company has also agreed to issue to the investors common stock purchase warrants to purchase up to an aggregate of 2.5 million shares of Common Stock. The combined purchase price for one share of common stock and a warrant to purchase half a share of common stock is $5.1625. The warrants have an exercise price of $5.10 per share, will be immediately exercisable, and will have a term of exercise that terminates 5.5 years following the effective date of the resale registration statement registering the shares and warrant shares.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds from the private placement are expected to be $25. 8 million before deducting placement agent fees and other estimated offering expenses. The private placement is expected to close on or about February 17, 2021, subject to the satisfaction of customary closing conditions.

The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended, or applicable under state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. As part of the transaction, the Company has agreed to file a resale registration statement on Form S-3 with the Securities and Exchange Commission within 10 days of the closing to register the resale of the shares of common stock and shares of common stock underlying the warrants issued in the private placement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.