News Release

iPass Enters into a Common Stock Purchase Agreement with Aspire Capital Fund for up to $10 million with an initial purchase of $1 million priced at $0.54

REDWOOD SHORES, Calif., Nov. 16, 2017 (GLOBE NEWSWIRE) -- iPass, Inc. (Nasdaq:IPAS), a leading provider of global mobile connectivity, today announced that it has entered into a common stock purchase agreement with Aspire Capital Fund, LLC  for Aspire Capital’s purchase of 1,867,692 shares of iPass common stock at $0.54 per share for proceeds of $1,000,000.   In addition, Aspire Capital has agreed to purchase up to an aggregate of $9 million additional shares of iPass common stock.   Aspire Capital’s purchase of shares under this agreement are at iPass’ sole discretion, over the 24-month term of the agreement, and at prices based on the market price at the time of each purchase.  

“We intend to use the proceeds from Aspire Capital for general corporate purposes, including working capital. We have the right to control the timing and amount of common stock being sold, therefore, over the next twenty-four months we can sell stock to Aspire Capital opportunistically,” said Gary Griffiths, iPass president and CEO.

“We believe iPass is at an inflection point,” said Erik J. Brown, Principal, Principal at Aspire Capital Partners, LLC.  “We’ve followed iPass since 2012, and we believe strongly that the Company is ready to realize on the investments it has been making over the last two years in developing software and technology that will help relieve the global problems associated with rapidly growing demand for secure mobile data in an environment of constrained capacity.” 

 Upon execution of the agreement, iPass issued as a commitment fee to Aspire Capital, 840,461 shares of common stock.  Aspire Capital has agreed that neither it nor any of its agents, representatives and affiliates shall engage in any direct or indirect short-selling or hedging of iPass’ common stock during the term of this agreement. The agreement does not contain any financial covenants, restrictions on future financings, rights of first refusal, participation rights or penalties.

The securities are being offered and sold by iPass pursuant to a shelf registration statement (File No. 333-220279), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 21, 2017.

This news release does not and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale is unlawful.  Details of the stock purchase agreement and registration rights agreement have been filed with the SEC on Form 8-K.

About iPass, Inc.

iPass (NASDAQ:IPAS) is a leading provider of global mobile connectivity, offering simple, secure, always-on Wi-Fi access on any mobile device. Built on a software-as-a-service (SaaS) platform, the iPass cloud-based service keeps its customers connected by providing unlimited Wi-Fi connectivity on unlimited devices.

iPass® is a registered trademark of iPass Inc. Wi-Fi® is a registered trademark of the Wi-Fi Alliance. All other trademarks are owned by their respective owners.

About Aspire Capital Fund, LLC
Aspire Capital is an institutional investor based in Chicago, Illinois, with a fundamental investment approach.  Aspire Capital invests in a wide range of companies and industries emphasizing life sciences, energy and technology. 

IR Contact: Kirsten Chapman, LHA Investor Relations, 415-433-3777, ipass@lhai.com

Cautionary Statement

The statements in this news release regarding the intended use of the proceeds from the sale of common stock to Aspire Capital are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Actual uses may be different depending on the changing needs of iPass in the conduct of its business.  Other risks facing iPass are more fully described in its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. Except as required by law, iPass disclaims any obligation to update or publicly announce any revisions to the forward-looking statements contained in this news release.

iPass Inc.