Sangoma Technologies files Form F-3 Resale Registration Statement

Sangoma Technologies filed a resale registration statement on Form F-3 with the Securities and Exchange Commission for the registration of 12,271,637 of its common shares previously issued or to be issued pursuant to the terms of that certain stock purchase agreement previously entered into by the Company in connection with the acquisition of StarBlue Inc. on March 31, 2021. As partial consideration for the StarBlue Acquisition, the Company previously agreed to issue 15,714,285 Common Shares to the sellers of StarBlue, 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. In connection with the Share Registration, the Company has entered into an amendment to the Purchase Agreement, 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 the fifth business day following the effective date of the Resale Registration Statement and 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. Following the acceleration of the Common Shares pursuant to the Amendment, there will be no further Common Shares to be issued in connection with the StarBlue Acquisition. Pursuant to the terms of the Purchase Agreement, approximately 52% of the Remaining Consideration will be issued directly or indirectly to Norm Worthington, and 13% to investment funds affiliated with NewSpring Growth Capital, with which our director Marc Lederman is affiliated. The remainder of the Remaining Consideration will be distributed by Star2Star Holdings, LLC on a pro rata basis to its other members. Due to the tax event triggered by the issuance of shares, Mr. Worthington and Star2Star Holdings, LLC each intend to sell the number of Common Shares necessary to cover their tax obligations.