COGINT, INC. (NASDAQ:COGT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On January10, 2018, Cogint, Inc. (the “Company”) entered into a definitive securities purchase agreement (the “Agreement”) with certain qualified institutional buyers (the “Purchasers”) set forth on the pages of the Agreement for the purchase and sale of an aggregate of 2,700,000 shares of the Company’s common stock in a registered direct offering for gross proceeds of $13.5million. The purchase price to be paid by the Purchasers is $5.00 per share. Simultaneously, the Company conducted a private placement offering with the same Purchasers through which it will issue to the Purchasers, for no additional consideration, warrants to purchase an aggregate of 1,350,000 shares of common stock. The warrants have an exercise price of $6.00 per share and are exercisable from the date of issuance and expire on the earlier of the close of business on the two year anniversary of (i)the date the registration statement registering the resale of the underlying shares is declared effective by the Securities and Exchange Commission or (ii)the commencement date that such warrants may be exercised by means of a “cashless exercise” to Section1(c) thereof. The Company agreed to file a registration statement registering the shares underlying the warrants. The Agreement and the form of Purchasers’ warrant are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.
The net proceeds to the Company from the offering, after deducting estimated offering expenses, are approximately $13.35million, not including any proceeds received from the exercise of warrants. The registered direct offering and the concurrent private placement are expected to close on or before January12, 2018, subject to customary closing conditions.
The 2,700,000 shares of common stock were sold, and will be issued, to the Prospectus Supplement, dated January10, 2018, to the Prospectus included in the Company’s Registration Statement on Form S-3 (Registration No.333-205614) filed with the Securities and Exchange Commission on July21, 2015.
The warrants were sold, and will be issued, in reliance upon the exemption from registration contained in Section4(a)(2) of the Securities Act of 1933 (the “Act”) and Rule 506 promulgated thereunder. These securities may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements under the Act. As disclosed above, the Company has agreed to file a registration statement registering the shares underlying the warrants.
| Item 1.01 | Unregistered Sales of Equity Securities. |
The disclosure included in Item 1.01 above is incorporated herein by reference.
The opinion delivered to the Company by Akerman LLP in connection with the sale of an aggregate of 2,700,000 shares of the Company’s common stock to the Agreement is being filed herewith in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 and is incorporated by reference into the Company’s Registration Statement on Form S-3 (Registration No.333-205614).
| Item 1.01 | Financial Statements and Exhibits. |
2
Cogint, Inc. ExhibitEX-4.1 2 d526000dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…To view the full exhibit click here
