Charlottesville, Va.-based Blue Ridge Bankshares Inc. on June 13 completed a private placement of its common stock, preferred stock and a warrant for gross proceeds of about $11.6 million.
The company on June 7 entered into a securities purchase agreement with Richard Spurzem, a company shareholder, pursuant to which on June 13 the company issued and sold to Spurzem 290,000 shares of common stock, at a purchase price of $2.39 per share, 1,140 shares of the company's mandatorily convertible cumulative series B preferred stock, at a purchase price of $9,566.13 per preferred share and a warrant to purchase 607 shares of series B preferred Stock at an exercise price of $10,000.00 per share, according to a June 14 proxy filing.
The company's sale of securities to Spurzem results from Spurzem's exercise of contractual gross-up rights pursuant to certain stock purchase agreements, between him and the company, dated Dec. 31, 2014, and March 17, 2015, in connection with the company's $150 million private placement announced on April 3, the filing said.
Each share of series B preferred stock is convertible into shares of the company's common stock at the initial conversion rate of 4,000 shares of common stock per share of series B preferred stock. The shares of series B preferred issuable upon exercise of the warrant are convertible into shares of common stock at the same conversion rate.
Conversion of the series B preferred stock is contingent upon shareholder approval of the issuance of common shares in the $150 million private placement, including the Spurzem transaction, in excess of 20% of the company's outstanding common shares, including upon conversion of the series B preferred Stock, pursuant to applicable listing standards of the NYSE American; and increase in the company's authorized common shares from 50 million to 150 million.