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Rocket Fuel Registration Statement Including At-the-Market Equity Offering

REDWOOD CITY, Calif., Aug. 02, 2016 (GLOBE NEWSWIRE) -- Rocket Fuel Inc. (NASDAQ:FUEL), a leading programmatic marketing platform provider, today confirmed its filing of a shelf registration statement on Form S-3 with the U.S. Securities and Exchange Commission (“SEC”) on May 10, 2016. The shelf registration statement is not yet effective. The shelf registration statement is intended to provide the Company the flexibility to offer and sell from time to time up to $50 million of equity, debt or other types of securities described in the registration statement, or any combination of such securities. The Company is not obligated to offer any shares under the shelf registration statement. Rocket Fuel also concurrently entered into a Controlled Equity OfferingSM sales agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”) under which Rocket Fuel may offer and sell shares, from time to time, and limited by its trading windows, of its common stock having an aggregate value of up to $30 million of the $50 million to be registered under the registration statement. Rocket Fuel is not obligated to complete any transactions under the Sales Agreement. The Company has not determined whether to offer any shares in its third quarter ending September 30, 2016, but if it proceeds, would not offer common stock having an aggregate value of more than $5 million to be registered under the registration statement.

Under the Sales Agreement, sales of common stock, if any, through Cantor, will be made at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended.

The common stock to be issued pursuant to the at-the-market offering program will be issued under the shelf registration statement. Any offer, solicitation or sale will be made only by means of the prospectus included in the shelf registration statement. Current and potential investors should read the prospectus in the shelf registration statement relating to the at-the-market offering and other documents the company has filed with the SEC for more complete information about Rocket Fuel and the at-the-market offering program.

A copy of the prospectus relating to these securities may be obtained by contacting Investor Relations at the phone number or email address below, or, when available, may be obtained from Cantor Fitzgerald & Co., Attention: Equity Capital Markets, 110 East 59th Street, New York, New York, 10022, telephone: 212-829-7122.

A registration statement relating to these securities has been filed with the SEC, but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor may there be any sale of Rocket Fuel’s common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any state or jurisdiction.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements regarding our expected at-the-market offering program, including our anticipated use of proceeds from such program, are forward-looking statements that involve a number of uncertainties and risks. Actual results may differ materially from the results anticipated by these statements due to a variety of factors, including our ability to satisfy the closing conditions in the Sales Agreement prior to the sale of any shares of our common stock, unanticipated costs and expenses related to the offering, changes in our financial condition or business strategy that impact our use of proceeds from the offering, and other factors described in reports and documents we file from time to time with the Securities and Exchange Commission, including the factors described under the section titled “Risk Factors” in our Annual Report on Form 10-Q for the three months ended March 31, 2016. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to us on the date hereof. Except to the extent required by applicable law, we disclaim any obligation to update information contained in these forward-looking statements whether as a result of new information, future events, or otherwise.

Rocket Fuel Inc. Investor Relations (650) 517-2045 ir@rocketfuel.com

Source:Rocket Fuel Inc.