BROADWIND ENERGY, INC. (NASDAQ:BWEN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
At Market Issuance Sales Agreement
On July 31, 2018, Broadwind Energy, Inc. ("Broadwind" or the "Company"), entered into an At Market Issuance Sales Agreement (the "Agreement") with Roth Capital Partners, LLC (the “Agent”). to the terms of the Agreement, the Company may sell from time to time through the Agent shares of the Company's common stock, par value $0.001 per share ("Common Stock") with an aggregate sales price of up to $10.0 million (the "Shares").
Any sales of Shares to the Agreement will be made under the Company's effective "shelf' registration statement (the "Registration Statement") on Form S-3 (File No. 333-219931) which became effective on October 17, 2017 and the related prospectus supplement and the accompanying prospectus, as filed with the Securities and Exchange Commission (the "SEC") on October 17, 2017.
Under the Agreement, the Company may sell Shares through an Agent by any method that is deemed an "at the market offering" as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act").
Sales of the Shares, if any, may be made at market prices prevailing at the time of sale, subject to such other terms as may be agreed upon at the time of sale, including a minimum sales price that may be stipulated by the Company's Board of Directors or a duly authorized committee thereof. The Company or the Agent, under certain circumstances and upon notice to the other, may suspend the offering of the Shares under the Agreement. The offering of the Shares to the Agreement will terminate upon the sale of Shares in an aggregate offering amount equal to $10.0 million, or sooner if either the Company or the Agent terminates the Agreement to its terms.
The Company will pay a commission to the Agent of 3% of the gross proceeds of the sale of the Shares sold under the Agreement and reimburse the Agents for the expenses of their counsel. The Company has also provided the Agent with customary indemnification rights. The Company is not obligated to make any sales of Common Stock under the Agreement.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Agreement is also incorporated by reference into the Registration Statement.
A copy of the opinion ofThompson Coburn LLP relating to the legality of the shares of Common Stock issuable under the Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K and is also incorporated by reference into the Registration Statement.
The above disclosure shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits