DXP Enterprises, Inc. (NASDAQ:DXPE) Files An 8-K Entry into a Material Definitive Agreement

DXP Enterprises, Inc. (NASDAQ:DXPE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

On May 11, 2020, DXP Enterprises, Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Agreement”) with BMO Capital Markets Corp. (the “Distribution Agent”) to which the Company may offer and sell shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), having an aggregate offering price of up to $37,500,000 from time to time through the Distribution Agent. The Shares to be sold to the Agreement have been registered under the Securities Act of 1933, as amended (the “Securities Act”), to the Company’s registration statement on Form S-3ASR (Registration No. 333-232270), as amended by Post-Effective Amendment No. 1 filed with the Securities and Exchange Commission (the “Commission”) on March 13, 2020, Post-Effective Amendment No. 2 filed with the Commission on March 17, 2020, and Post-Effective Amendment No. 3 filed with the Commission on May 4, 2020 (as amended, the “Registration Statement”), which was declared effective by the Commission on May 7, 2020, including the prospectus contained therein, as supplemented by the prospectus supplement dated May 11, 2020. Sales, if any, of the Shares to the Agreement will be made in “at the market offerings” as defined in Rule 415 under the Securities Act, including, without limitation, sales made directly on or through The Nasdaq Global Select Market or on any other existing trading market for the Shares or to or through a market maker or any other method permitted by law. The Company intends to use the net proceeds from the offering for general corporate purposes, including, without limitation, capital expenditures, working capital, acquisitions, and investments in its subsidiaries.

The Agreement contains customary representations, warranties and agreements by the Company, including obligations of the Company to indemnify the Distribution Agent for certain liabilities under the Securities Act. Under the terms of the Agreement, the Company will pay the Distribution Agent a commission of up to 3.0% of the gross proceeds from sales of the Shares. In addition, the Company has agreed to pay certain expenses incurred by the Distribution Agent in connection with the offering. The offering of the Shares to the Agreement will terminate upon the earlier of (i) such date that the aggregate gross sales proceeds of Shares sold to the Agreement equal the total dollar amount listed in the Agreement or (ii) the termination of the Agreement by the Company or the Distribution Agent, in accordance with the terms of the Agreement.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(d). Exhibits.