Sangoma Technologies Corporation (TSX: STC; Nasdaq: SANG) (“Sangoma” or the “Company”), a trusted leader in delivering cloud-based Communications as a Service solutions for companies of all sizes, today announced that on March 28, 2023 it filed a resale registration statement on Form F-3 (the “Resale Registration Statement”) with the Securities and Exchange Commission (the “SEC”) for the registration (the “Share Registration”) of 12,271,637 of its common shares (the “Common Shares”) previously issued or to be issued pursuant to the terms of that certain stock purchase agreement (the “Purchase Agreement”) previously entered into by the Company in connection with the acquisition of StarBlue Inc. on March 31, 2021 (the “StarBlue Acquisition”). A copy of the Resale Registration Statement is available on EDGAR at www.sec.gov.
As partial consideration for the StarBlue Acquisition, the Company previously agreed to issue 15,714,285 Common Shares to the sellers of StarBlue Inc. (the “StarBlue Sellers”), the majority of which was to be issued and distributed in fourteen quarterly installments commencing on April 1, 2022. As of the date hereof, 9,142,856 Common Shares remain to be issued on a quarterly basis, with the final release scheduled for January 2026 (the “Remaining Consideration”). In connection with the Share Registration, the Company has entered into an amendment to the Purchase Agreement (the “Amendment”), effective as of March 27, 2023, which provides that all of the Remaining Consideration shall be issued and distributed to the StarBlue Sellers on the later of (i) the fifth business day following the effective date of the Resale Registration Statement and (ii) such other date as mutually agreed by the Company and the StarBlue Sellers. The Share Registration, Resale Registration Statement and Amendment are each intended to ease administrative burdens in connection with the recurring issuance of the Remaining Consideration and create opportunities for increased liquidity on NASDAQ.
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