Waldencast 2Q22 Investor Results
Waldencast fully diluted share count, conservatively including
existing allocated but unvested tranches
Waldencast capitalization table positions the company for success
Diluted share count calculation (assuming closing share price on 07/29/22)
Basic shares outstanding¹
Vested employee RSUs²
Pro forma basic shares outstanding
Unvested employee RSUs
Vested employee stock rights with exercise prices³
Unvested employee stock rights with exercise prices³
Total diluted shares outstanding ("DSO")
Warrants4
No.
Weighted-
avg_price
4,046,591 $4.43
3,898,151 $5.44
$11.50
Shares
107,564,779
395,471
107,960,250
1,394,827
1,971,802
1,445,708
112,772,588
29,533,332
Warrants out-of-the-money given exercise price of $11.50; at illustrative pro forma share price of $12.50, warrants would
create ~2.4mm shares of incremental dilution (assuming net share settlement)
●
Summary of investor lock-up agreements
1.8mm (2% of DSO) and 47.5mm shares (42% of DSO) owned by
former members of Obagi and Milk locked up until 07/27/23
24.5mm (22% of DSO) shares owned by Founders5 locked
07/27/23
2022 Incentive Award Plan
up
until
Diluted share count excludes management equity award pool not yet
allocated
The company has reserved 16,134,716 shares for future issuances of
employee incentive awards
MX
Source: Management information; Public filings; Includes 21,104,225 Waldencast plc Class B ordinary shares owned by former members of Milk; 2 Vested RSUs not yet included in basic shares outstanding as not yet converted at discretion of unit holders; 3 Dilution from employee
stock rights with exercise prices assumes net share settlement under treasury stock method, based on WALD closing price of $8.64 on July 29, 2022; 4 Includes 11,500,000 Waldencast plc Warrants, 5,333,333 Waldencast plc warrants issued in a private placement in connection
with the Sponsor Forward Purchase Agreement, and 5,766,666 Waldencast plc Warrants issued in a private placement in connection with the Third-Party Forward Purchase Agreement with $11.50 strike price, redeemable at $18.00; includes 5,933,333 Waldencast plc
Warrants issued in a private placement at the closing of Waldencast Acquisition Corp.'s initial public offering and 1,000,000 Waldencast plc Warrants issued in a private placement in connection with the Working Capital Loan with $11.50 strike price;
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