Priced At-The-Market Under Nasdaq Rules
Bolt Projects Holdings, Inc. (NASDAQ:BSLK) ("Bolt Projects" or the "Company"), a developer of biomaterials for the beauty and personal care industry, today announced that it has entered into definitive agreements for the purchase and sale of an aggregate of 913,979 shares of common stock (or pre-funded warrants in lieu thereof) at a purchase price of $4.65 per share of common stock (or per pre-funded warrant in lieu thereof, less the nominal exercise price of $0.0001 per share) in a private placement priced at-the-market under Nasdaq rules. The private placement is expected to close on or about August 15, 2025, subject to the satisfaction of customary closing conditions.
Rodman & Renshaw LLC is acting as the exclusive placement agent for the offering.
The gross proceeds from the offering are expected to be approximately $4.25 million, prior to deducting placement agent's fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes.
The securities described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying the pre-funded warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the securities issued in the private placement and shares of common stock underlying the pre-funded warrants 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. Pursuant to a registration rights agreement with investors, the Company has agreed to file a resale registration statement covering the securities described above.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Bolt Projects Holdings
Bolt Projects develops and produces innovative biomaterials for the beauty and personal care industry. The Company is built on biomaterials platforms that aim to disrupt and transform high-volume consumer goods industries. Bolt Projects is a pioneer in the consumer biomaterials space. The Company's Vegan Silk Technology Platform produces b-silk and other offerings for the beauty and personal care industry that are fully vegan and biodegradable. These versatile ingredients have been on the market since 2019. Its intellectual property portfolio is anchored by 77 granted patents and 118 pending patent applications.
Forward-looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical facts contained in this communication, including, without limitation, statements regarding: statements related to the completion of the offering, the satisfaction of customary closing conditions related to the offering, and the intended use of proceeds therefrom. In some cases, you can identify forward-looking statements by terminology such as "anticipate," "believe," "budget," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "will" or the negatives of these terms or variations of them or similar terminology although not all forward-looking statements contain these words.
Forward-looking statements involve a number of risks, uncertainties, and assumptions, and actual results or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to: market and other conditions, substantial doubt as to the Company's ability to continue as a going concern; the Company's history of net losses and negative cash flows; the Company's ability to generate sufficient cash to service its debt; the Company's ability to meet the continued listing requirements of Nasdaq and remain listed on a national stock exchange; the Company's ability to execute its business plan and adequately control its expenses or raise additional capital on favorable terms, if at all; the Company's dependence on sales of b-silk™ and xl-silk™ products from its Vegan Silk Technology Platform; the Company's reliance on a single or limited manufacturing partners and manufacturing facilities; reliance on manufacturing partners in regions that could be impacted by U.S. trade policy, including renegotiating or terminating existing trade agreements and leveraging tariffs; costs of and availability for its Vegan technology Platform products that are out of the Company's control; the Company's reliance on a single manufacturing partner and manufacturing facility for the production of its Vegan Silk Technology Platform product; pricing and availability for the Company's Vegan Silk Technology Platform products; market acceptance of from consumer product companies; the Company's ability to protect adequately its patents and other intellectual property assets; government regulations and private party actions relating to the marketing and advertising of cosmetic products that include the Company's Vegan Silk Technology Platform products or other products the Company develops; and the other risks and uncertainties discussed under the caption "Risk Factors" included in the Company's Annual Report on Form 10-K for the fiscal year ended, December 31, 2024, as such factors may be updated from time to time in its other filings with the SEC, and accessible on the SEC's website at www.sec.gov and the Investors section of the Company's website at www. boltthreads.com.
The Company cautions you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date they are made. The Company undertakes no obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, except as otherwise required by law.
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