RealNetworks, Inc., a leader in digital media software and services, announced that it has entered into a private placement agreement with Rob Glaser, the Company’s Founder, Chairman of the Board, Chief Executive Officer, and largest shareholder. Pursuant to the agreement, Mr. Glaser will acquire approximately 8 million shares of RealNetworks Series B Preferred Stock, par value $0.001 per share, for aggregate gross proceeds to the Company of approximately $10 million. The price per share is the same price that the Company’s shares closed at on Friday, February 7th.
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“25 years ago I invested $1 million to help create what became RealNetworks,” said Mr. Glaser. “Today I am pleased to invest an additional $10 million of my personal funds into the Company. I am making this investment because I believe the Company has a very promising future ahead of it. I am particularly enthusiastic about Real’s SAFR Computer Vision Platform and GameHouse free-to-play story-based casual games.”
Mr. Glaser will purchase the Series B Preferred Stock at a price of $1.24 per share, the closing price of the Company’s common stock on the NASDAQ stock market on February 7, 2020. The shares of Series B Preferred Stock are a newly designated non-voting series of preferred stock, convertible into shares of publicly traded common stock at the option of Mr. Glaser, subject to certain limitations. Following the transaction, in addition to his ownership of the non-voting Series B Preferred Stock, Mr. Glaser will beneficially own approximately 14.6 million shares of RealNetworks voting common stock, or approximately 37% of the Company’s outstanding common stock. Pursuant to both existing and new agreements, Mr. Glaser’s beneficial ownership of voting common stock will not exceed 38.5% of the Company’s outstanding voting shares, unless otherwise and separately agreed to by the Company.
RealNetworks expects to close the transaction before market close on February 10, 2020 and intends to use the net proceeds primarily for working capital and general corporate purposes.
Houlihan Lokey LLC acted as the independent financial advisor to the Special Committee of the Board of Directors of RealNetworks.
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