NAPLES, Fla., Sept. 29, 2026 /PRNewswire/ -- Beasley Broadcast Group, Inc. (Nasdaq: BBGI), a multi-platform media company, announced today that it has entered into a securities purchase agreement with a single institutional investor for the purchase and sale of (i) 357,000 shares of Class A Common Stock, par value $0.001 per share ("Class A Common Stock"), of the Company (or common stock equivalents in lieu thereof) at a purchase price of $14.00 per share in a registered direct offering and (ii) unregistered warrants to purchase up to 357,000 shares of Class A Common Stock in a concurrent private placement (the "Common Warrants").
The Common Warrants will have an exercise price of $15.00 per share of Class A Common Stock, will be initially exercisable six months following the date of issuance and will expire five and a half years from the date of issuance.
The gross proceeds from the offering and the concurrent private placement are expected to be approximately $5.0 million, before deducting placement agent commissions and other offering expenses.
The closing of the offering and the concurrent private placement is expected to occur on or about September 30, 2026, subject to the satisfaction of customary closing conditions. Beasley currently intends to use the net proceeds from the offering and the concurrent private placement to reduce borrowings under its secured asset-based revolving credit facility and to redeem a portion of Beasley Mezzanine Holdings LLC's 11.000% Senior Secured First Lien Notes due 2028 at a redemption price of 100.000% plus interest accrued to, but excluding, the date of redemption.
A.G.P./Alliance Global Partners is acting as the sole placement agent for the registered direct offering and the concurrent private placement.
The shares of Class A Common Stock (and common stock equivalents in lieu thereof) are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-295967), which was declared effective by the Securities and Exchange Commission (the "SEC") on June 4, 2026. The offering of the shares of Class A Common Stock (and common stock equivalents in lieu thereof) is being made only by means of a prospectus supplement and accompanying prospectus that are a part of the effective registration statement. A prospectus supplement relating to the registered direct offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov. Additionally, when available, electronic copies of the prospectus supplement and the accompanying prospectus may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.
The concurrent private placement of the Common Warrants and the shares of Class A Common Stock underlying the Common Warrants offered to the institutional investors will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), or Regulation D promulgated thereunder. Accordingly, the securities issued in the concurrent private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities being offered, nor shall there be any sale of these 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 or jurisdiction.
About Beasley Broadcast Group.
Beasley Broadcast Group, Inc. was founded in 1961 by George G. Beasley and owns a total of 49 AM and FM stations in 9 large- and mid-size markets in the United States. Beasley radio stations reach roughly 18 million unique consumers weekly over-the-air, online and on smartphones and tablets, and millions regularly engage with the Company's brands and personalities through digital platforms such as Facebook, X, text, apps and email.
Note Regarding Forward-Looking Statements
Statements in this release that are "forward-looking statements" are based upon current expectations and assumptions and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words or expressions such as "looking ahead," "intends," "believes," "expects," "seek," "will," "should" or variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements address various matters including statements relating to the anticipated use of proceeds from the offering and the expected closing date of the offering. Forward-looking statements, by their nature, address matters that are, to different degrees, uncertain. Key risks are described in the Company's reports filed with the Securities and Exchange Commission ("SEC"), including its annual report on Form 10-K and quarterly reports on Form 10-Q. Readers should note that forward-looking statements are subject to change and to inherent risks and uncertainties and may be impacted by several factors, including:
- risks from health epidemics, natural disasters, terrorism, and other catastrophic events;
- adverse effects of inflation;
- external economic forces and conditions that could have a material adverse impact on our advertising revenues and results of operations;
- the ability of our stations to compete effectively in their respective markets for advertising revenues;
- our ability to develop compelling and differentiated digital content, products and services;
- audience acceptance of our content, particularly our audio programs;
- our ability to adapt or respond to changes in technology, standards and services that affect the audio industry;
- our dependence on federally issued licenses subject to extensive federal regulation;
- actions by the Federal Communications Commission ("FCC") or new legislation affecting the audio industry;
- increases in royalties we pay to copyright owners or the adoption of legislation requiring royalties to be paid to record labels and recording artists;
- our dependence on selected market clusters of stations for a material portion of our net revenue;
- credit risk on our accounts receivable;
- impairment of our FCC licenses;
- our substantial debt levels and the potential effect of restrictive debt covenants on our operational flexibility and ability to pay dividends;
- the potential effects of hurricanes, extreme weather and other climate change conditions on our corporate offices and stations;
- the failure or destruction of the internet, satellite systems and transmitter facilities that we depend upon to distribute our programming;
- modifications or interruptions of our information technology infrastructure and information systems;
- the loss of key executives and other key employees;
- our ability to identify, consummate and integrate acquired businesses and stations;
- risks related to our ability to continue as a going concern;
- the fact that our Company is controlled by the Beasley family, which creates difficulties for any attempt to gain control of our Company; and
- other economic, business, competitive, and regulatory factors, such as the ongoing U.S. government shutdown, affecting our businesses, including those set forth in our filings with the SEC.
Our actual performance and results could differ materially because of these factors and other factors discussed in our SEC filings, including but not limited to our annual reports on Form 10-K or quarterly reports on Form 10-Q, copies of which can be obtained from the SEC at www.sec.gov, or our website at www.bbgi.com. We undertake no obligation to update the information contained herein to actual results or changes to our expectations, except as required by law.
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SOURCE Beasley Media Group, Inc.
