SOURCE: ZBB Energy Corporation

ZBB Energy Corporation

February 02, 2012 09:00 ET

ZBB Energy Signs Definitive Agreement to Raise $3.0 Million in Registered Direct Offering

Also Signs Agreements With Insiders Providing for Sale of $165,000 of Stock at Market Price

MILWAUKEE, WI--(Marketwire - Feb 2, 2012) - ZBB Energy Corporation (NYSE Amex: ZBB), a leading developer of intelligent, renewable energy power platforms, today announced that it has entered into a securities purchase agreement for a registered direct offering with several investors (the "Registered Direct Offering") to sell a total of 4,225,353 shares of common stock, for gross proceeds of $3.0 million before deducting placement agent fees and estimated offering expenses. The shares will be sold for a per share purchase price of $0.71. MDB Capital Group, LLC acted as the placement agent for this offering.

ZBB also entered into a stock purchase agreement with certain members of its board of directors, officers and advisors providing for the sale of a total of 206,250 shares of common stock for a price per share equal to $0.80 which was the closing price of the Company's common stock on January 30, 2012 (the "Private Placement Transaction").

Eric Apfelbach, Chief Executive Officer of ZBB Energy Corporation, commented, "This financing not only strengthens our balance sheet, but also continues to demonstrate our ability to attract fundamental investors and raise money with attractive terms. The participation from Directors and Management is a reflection of the belief in the mission."

The transactions are expected to close on or about February 7, 2012, subject to satisfaction of customary closing conditions.

The shares to be sold in the Registered Direct Offering are being offered by ZBB Energy Corporation pursuant to a registration statement previously filed and declared effective by the Securities and Exchange Commission. The securities may be offered only by means of a prospectus. Copies of the final prospectus supplement and accompanying base prospectus relating to this offering may be obtained at the Securities and Exchange Commission's website at http://www.sec.gov.

The shares to be sold in the Private Placement Transaction are being sold without registration under the Securities Act of 1933, as amended (the "Act"), or state securities laws, in reliance on the exemptions provided by Section 4(2) of the Act and/or Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. Since these shares have not been registered, they may not be offered or sold by the investors absent registration or an applicable exemption from registration requirements, such as the exemption afforded by Rule 144 under the Act.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

About ZBB Energy Corporation

ZBB Energy Corporation (NYSE Amex: ZBB) designs, develops, and manufactures advanced energy storage, power electronic systems, and engineered custom and semi-custom products targeted at the growing global need for distributed renewable energy, energy efficiency, power quality, and grid modernization. ZBB and its power electronics subsidiary, Tier Electronics, LLC have developed a portfolio of integrated power management platforms that combine advanced power and energy controls plus energy storage to optimize renewable energy sources and conventional power inputs whether connected to the grid or not. Tier Electronics participates in the energy efficiency markets through their hybrid vehicle control systems, and power quality markets with their line of regulation solutions. Together, these platforms solve a wide range of electrical system challenges in global markets for utility, governmental, commercial, industrial and residential end customers. Founded in 1998, ZBB's platforms ensure optimal efficiencies today, while offering the flexibility to adapt and scale to future requirements. ZBB's corporate offices and production facilities are located in Menomonee Falls, WI, USA with offices also located in Perth, Western Australia. For more information, visit: http://www.zbbenergy.com

About MDB Capital Group

MDB Capital Group LLC is an investment banking and institutional research firm focused exclusively on companies possessing or seeking to develop market changing, disruptive technologies and intellectual property. For more information on MDB Capital Group, visit http://www.mdb.com.

Safe Harbor Statement
Certain statements made in this press release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended that are intended to be covered by the "safe harbor" created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as "believe," "expect," "may," "will," "should," "could," "seek," "intend," "plan," "estimate," "anticipate" or other comparable terms. Forward-looking statements in this press release may address the following subjects among others: statements regarding the sufficiency of our capital resources, expected operating losses, expected revenues, expected expenses and our expectations concerning our business strategy. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including those risks and uncertainties described in the Risk Factors and in Management's Discussion and Analysis of Financial Condition and Results of Operations sections of our most recently filed Annual Report on Form 10-K and our subsequently filed Quarterly Reports on Form 10-Q. We urge you to consider those risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Contact Information

  • Contact Information:

    Dilek Wagner
    Financial Reporting Analyst
    Investor Relations
    ZBB Energy Corporation
    T: 262.253.9800, extension 122
    Email: Email Contact

    Wendy Prabhu
    Public Relations
    MDB Capital Group
    T: 512-215-4452
    Email: Email Contact