Investor News | May 15, 2024

IDW Media Announces Private Placement Offering and Increase in Authorized Shares

LOS ANGELES, CA and NEWARK, NJ – May 15, 2024:  IDW Media Holdings, Inc., (the “Company” or “IDW”) (OTCQB: IDWM), an integrated media company, is pleased to announce a non-brokered private placement pursuant to which the Company proposes to issue to certain existing stockholders shares of its Class B common stock (the “Shares”) at a price of $0.32 per share for a total of $2.3 million (the “Offering”). The Company reserves the right to accept investments of up to $3.0 million in its discretion and to close on investments of less than $2.3 million.

In advance of the Offering, effective May 10, 2024, the Company, via amendment of its Certificate of Incorporation, increased the number of authorized shares of its Class B common stock, par value $0.01 per share, from 20.0 million to 35.0 million (the “Share Increase”).  The Share Increase was approved at a meeting of the Board of Directors of the Company (the “Board”) on May 9, 2024, as well as by written consent of the holder of shares of IDW’s Class B Common Stock and Class C common stock, each par value $0.01 per share, constituting a majority of the combined voting power of the Company’s outstanding capital stock.

The Company currently expects to use the net proceeds from this Offering to support IDW Publishing’s licensing activities, to maintain reserves and enable the Company to act opportunistically and for working capital and general corporate purposes.

The Shares will be offered and sold only on a private placement basis to existing holders who, together with affiliates, own not less than 1,000 shares.  Such holders may invest up to 68% of their ownership.  

The Jonas family, inclusive of Davidi Jonas, the Chief Executive Officer and Vice Chairman of the Board, has committed to purchase up to $2 million of the Offering, or a lesser amount necessary to meet the minimum funding requirement. 

Stockholders participating in the Offering will be entitled to subscribe for their pro rata portion (based on the number of shares they purchased in the Offering) of shares that are not subscribed for by other eligible stockholders.

Purchased shares will be subject to a restriction on transfer for one year following the closing of the Offering.

The Offering Documents which include a Private Placement Memorandum, a Subscription Agreement and an Accredited Investor Representation Letter are available on the Company’s website at and through the OTC Disclosure & News Service.  Eligible stockholders of the Company will need to provide proof of ownership of Company stock and accredited investor status.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in the United States. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an application exemption from the registration requirements.

About IDW Media Holdings:

IDW (OTCQB: IDWM) is an integrated media company providing compelling stories and characters for global audiences. Our IDW Publishing and IDW Entertainment businesses acquire and license IP for holistic franchise development across comics and graphic novels, television and other entertainment platforms and leverage established stories from our creative partners.

Forward-Looking Statements:

In this press release, all statements that are not purely about historical facts, including, but not limited to, those in which we use the words “believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate,” “target” and similar expressions, are forward-looking statements. While these forward-looking statements represent our current judgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statements due to numerous important factors, including, but not limited to, those described in our Annual Report for the fiscal year ended October 31, 2023, and subsequent reports that we have made available. We are under no obligation, and expressly disclaim any obligation, to update the forward-looking statements in this press release, whether as a result of new information, future events or otherwise.

Company Contact:

Davidi Jonas

IDW Media Holdings, Inc.