mCloud Technologies to price 9% cumulative perpetual preferreds

By William Gullotti

Buffalo, N.Y., May 11 – mCloud Technologies Corp. is preparing to offer 9% series A cumulative perpetual preferred shares, each sold with half of one warrant, according to a form F-1 registration statement filed with the Securities and Exchange Commission.

The series A perpetual preferred shares are non-callable for one year, except in the occurrence of any delisting event, change of control or $8 VWAP event, after which they may be redeemed at par plus all accumulated and unpaid dividends.

The $25-par perpetuals are convertible into common shares of mCloud upon issue at $4.75 per share. Any declared but unpaid dividends will be paid to the holder upon conversion.

The warrants are also exercisable upon issue, expiring on Nov. 29, 2026, at $4.75 per share.

The preferreds’ initial 9% dividend rate increases by 4% at the beginning of the fifth year and will continue to increase by 4% for every calendar quarter until it reaches 25%.

Maxim Group LLC is the underwriter for the offering.

Sichenzia Ross Ference LLP is acting as counsel for the issuer with specific Canadian counsel yet to be named. Fox Rothschild LLP is counsel to the underwriter.

Application has been made to list the perpetual preferreds and the warrants on the Nasdaq Capital Market under the symbols “MCLDP” and “MCLDW,” respectively.

Proceeds will be used for working capital and general corporate purposes, including paying off convertible debenture debt in the amount of C$23,457,500 with an interest rate of 10% per annum due June 30, 2022.

mCloud is a Calgary, Alta.-based provider of AI-powered asset management and environmental, social and governance solutions.

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