GS Energy Completes $5 Million Public Offering of Common Stock and Warrants

Jul 06, 2015

RGS Energy Completes $5 Million Public Offering of Common
> Stock and Warrants
> LOUISVILLE, Colo., July 1, 2015 (GLOBE NEWSWIRE) -- RGS Energy
> (NASDAQ:RGSE), one of the nation's leading rooftop installers of solar
> equipment, has completed the previously announced $5 million offering
> of units consisting of its Class A common stock and Series F common
> stock warrant at a price of $3.65 per unit.
> Each unit consisted of one share of Class A common stock and a warrant
> to purchase 0.3 share of Class A common stock, as described in the
> Current Report on Form 8-K filed by the company on June 26, 2015. The
> warrants do not contain terms that would require the company to record
> derivative warrant liabilities that could reduce stockholders' equity.
> After placement agent fees and other estimated offering expenses, the
> net offering proceeds to RGS Energy totals approximately $4.4 million.
> "These new funds substantially improve our financial position, and we
> now expect to report positive stockholders' equity and positive working
> capital for the second quarter of 2015," said RGS Energy CEO Dennis
> Lacey. "This improved financial position presents a more credit worthy
> company to customers, credit rating agencies and vendors, and should
> allow us to arrange better vendor purchasing terms going forward."
> The company has also completed its previously announced agreement to
> exchange Series A and Series C warrants for an aggregate of 1,328,004
> shares of Class A common stock. The warrant exchange eliminates the
> majority of the company's derivative warrant liabilities.
> "By removing the majority of the outstanding derivative warrant
> liabilities, our financial results will no longer be subject to
> material volatility from non-cash charges to income for changes in the
> values of these derivative warrant liabilities," added Lacey. "The new
> funds, the exchange of Series A and C warrants, as well as the
> previously announced conversion of subordinated debt to equity, were
> arranged to position the company to both have stockholders' equity in
> excess of the minimum stockholders' equity of $2.5 million--as required
> by NASDAQ as one option for meeting the continued listing standards --
> and to have positive working capital."
> WestPark Capital, Inc. acted as the exclusive placement agent in the
> offering.
> This offering was conducted under a shelf registration statement on
> Form S-3 (File No. 333-193718), including a base prospectus previously
> filed and declared effective by the Securities and Exchange Commission
> ("SEC"). The final prospectus supplement relating to the offering was
> filed with the SEC on June 26, 2015 and is available on
> Cautionary Statement Regarding Forward-Looking StatementsThis press
> release contains forward-looking statements that involve risks and
> uncertainties. Forward-looking statements are neither historical facts
> nor assurances of future performance. Instead, they provide RGS
> Energy's current beliefs, expectations, assumptions and forecasts about
> future events, and include statements regarding its future results of
> operations and financial position, business strategy, budgets,
> projected costs, plans and objectives of management for future
> operations. The words "expect," "will," "may," "should" and similar
> expressions as they relate to RGS Energy are intended to identify such
> forward-looking statements. Because forward-looking statements relate
> to the future, they are subject to inherent uncertainties, risks and
> changes in circumstances that are difficult to predict and many of
> which are outside of our control. RGS Energy's actual results and
> financial condition may differ materially from those indicated in the
> forward-looking statements. Therefore, you should not rely on any of
> these forward-looking statements. Important factors that could cause
> RGS Energy's actual results and financial condition to differ
> materially from those indicated in the forward-looking statements
> include, without limitation, the following: whether holders of warrants
> sold in the offering described in this press release will exercise
> their warrants, RGS Energy's actual financial results for the second
> quarter of 2015, RGS Energy's ability to regain compliance with the
> NASDAQ stockholders' equity continued listing requirement, RGS Energy's
> ability to arrange better vendor purchasing terms or receive payment
> terms from equipment suppliers and third parties, and such other
> factors as discussed throughout Part I, Item 1A, Risk Factors and Part
> II, Item 7, Management's Discussion and Analysis of Financial
> Conditions and Results of Operations of our Annual Report on Form 10-K
> for the year ended December 31, 2014, Part I, Item 2, Management's
> Discussion and Analysis of Financial Condition and Results of
> Operations included in our Quarterly Reports on Form 10-Q and the other
> documents that RGS Energy has filed with the SEC.
> Any forward-looking statement made in this press release is based only
> on information currently available to us and speaks only as of the date
> on which it is made. RGS Energy undertakes no obligation to publicly
> update any forward-looking statement, whether written or oral, that may
> be made from time to time, whether as a result of new information,
> future developments or otherwise.
> CONTACT: Media and Investor Relations Contact for RGS Energy:
> Ron Both
> Liolios Group, Inc.
> Tel 1-949-574-3860