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: [email protected], 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