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Airborne Wireless Network Announces Pricing of $8,000,000 Public Offering of Convertible Preferred Stock and Warrants

SIMI VALLEY, Calif.May 24, 2018 /PRNewswire/ — Airborne Wireless Network (“Airborne Wireless”) (OTCQB: ABWN) today announced the pricing of an underwritten public offering (“Offering”) of 8,000 units consisting of one share of Series A Convertible Preferred Stock (“Preferred Stock”) and related warrants (“Warrants”) to purchase up to 24,000 shares of Preferred Stock, at a public offering price of $1,000 per unit, for gross proceeds of $8 million, excluding the proceeds, if any, from the exercise of the Warrants.

Each share of Preferred Stock is being sold together with (i) one Series 1 Warrant to purchase one share of Preferred Stock, (ii) one Series 2 Warrant to purchase one share of Preferred Stock, and (iii) one Series 3 Warrant to purchase one share of Preferred Stock. The Preferred Stock has an initial stated value of $1,150 and is convertible into shares of the Company’s common stock at a conversion price equal to the lesser of (a) $0.71, subject to certain adjustments, or (b) 82.5% of the lowest volume weighted average price of the Company’s Common Stock during the five trading days ending on, and including, the date of the notice of conversion. For the first 15 calendar days following the filing of the certificate of designations for the Preferred Stock, the conversion price is subject to a floor of $0.25 per share, except in the event of anti-dilution adjustments. Each Warrant will have an initial exercise price of $1,000 per share of Preferred Stock. The Series 1 Warrants, Series 2 Warrants and Series 3 Warrants will be immediately exercisable and will expire on the three-month, six-month, and twelve-month anniversary of the original issuance date, respectively.

The Offering is expected to close on May 29, 2018, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as sole book-running manager for the offering.

The shares are being offered pursuant to a written prospectus forming part of an effective registration statement on Form S-1 previously filed with the Securities and Exchange Commission (“SEC”).  When available, copies of the final prospectus relating to this offering may also be obtained by contacting Maxim Group LLC, 405 Lexington Ave., New York, NY, 10174; Attn: Prospectus Department, or by Telephone: (800) 724-0761; or Email: syndicates@maximgrp.com, or by accessing the SEC’s website at www.sec.gov.

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 the 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 such state or jurisdiction.

About Airborne Wireless Network

The Company intends to create a high-speed broadband airborne wireless network by linking commercial aircraft in flight. It is projected that each aircraft participating in the network will act as an airborne repeater or router, sending and receiving broadband signals from one aircraft to the next and creating a digital information superhighway in the sky. The Company intends the network to be a high-speed broadband internet pipeline to improve coverage and connectivity. The Company does not intend to provide retail customer coverage to end users but, instead, act as a wholesale carrier with target customers, such as internet service providers and telephone companies.

Currently, the world’s connectivity is achieved by use of undersea cables, ground-based fiber and satellites. The Company believes that the Company’s airborne digital highway may be a solution to fill the world’s connectivity void. The Company’s network, once developed, should provide low cost, high-speed connectivity to rural areas, island nations, ships at sea, oil platforms, in addition to connectivity to commercial and private aircraft in flight.

For further information see: www.airbornewirelessnetwork.com

Forward-Looking Statements

This press release contains certain forward-looking statements, including statements regarding the anticipated closing of the offering and the amount and use of proceeds expected from the offering. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially and reported results should not be considered as an indication of future performance. These risks and uncertainties include, but are not limited to: risks associated with Airborne Wireless Network’s ability to satisfy certain conditions to closing this offering on a timely basis or at all, as well as general economic and market factors, among others discussed in the “Risk Factors” section of the final prospectus relating to this offering and in our most recent periodic reports filed with the SEC, including our most recent Quarterly Report on Form 10-Q for the period ended February 28, 2018. These forward-looking statements speak only as of the date hereof.  Airborne Wireless Network undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

Airborne Wireless Network
info@airbornewirelessnetwork.com

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