eMagin Corporation (NYSEMKT:EMAN) Files An 8-K Entry into a Material Definitive Agreement

eMagin Corporation (NYSEMKT:EMAN) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01

Entry into a Material Definitive
Agreement.

On May19, 2017, eMagin Corporation (the Company) entered into an
underwriting agreement (the Underwriting Agreement) with H.C.
Wainwright Co., LLC, as the representative of the several
underwriters listed in the Underwriting Agreement (the
Underwriters), to issue and sell 3,300,000 shares of common
stock, par value $0.001 per share (the Common Stock), of the
Company, together with warrants to purchase up to 1,650,000
shares of Common Stock with an initial exercise price of $2.45
per share of Common Stock (the Warrants), subject to adjustment
as described in the Warrants, to a single institutional investor
and to Stillwater Trust LLC, a shareholder owning approximately
7% of our outstanding voting stock prior to this offering, at an
offering price of $2.00 per fixed combination consisting of one
share of Common Stock and associated Warrant to purchase one-half
share of Common Stock. The Warrants have a term of five (5)years,
exercisable upon the date of issuance. The Common Stock and
Warrants are offered by the Company to a shelf registration
statement on FormS-3 (File No.333-196720) and a related
prospectus, including the related prospectus supplement, filed
with the Securities and Exchange Commission (the Offering). The
Offering closed on May24, 2017.

The number of shares of Common Stock that may be acquired by any
holder upon any exercise of any Warrant is limited to the extent
necessary to insure that, following such exercise (or other
issuance), the total number of shares of Common Stock then
beneficially owned by such holder and its affiliates and any
other persons whose beneficial ownership of common stock would be
aggregated with the holders for purposes of Section13(d)of the
Exchange Act, does not exceed, at the holders option, either
4.99% or 9.99% of the total number of issued and outstanding
shares of Common Stock (including for such purpose the shares of
common stock issuable upon such exercise). The holder may elect
to increase or decrease the beneficial ownership limitation,
provided that the beneficial ownership limitation does not exceed
9.99% of the total number of issued and outstanding shares of
Common Stock (including for such purpose the shares of common
stock issuable upon such exercise) and provided that any increase
will require 61 days prior written notice. The holder may also
elect not to be subject to the beneficial ownership limitation.

In addition, if, at any time while the Warrants are outstanding,
we undergo a fundamental transaction, as described in the
Warrants and generally including any consolidation or merger with
or into another person, sale of all or substantially all of our
assets, effecting any tender or exchange offer that is accepted
by 50% or more of the outstanding Common Stock, any
reclassification, reorganization or recapitalization of our
Common Stock, or effecting a change of control of more than 50%
of our outstanding shares of Common Stock, then the holder is
entitled to receive, upon exercise of the Warrant, the same
amount and kind of securities, cash or property as it would have
been entitled to receive upon the occurrence of such fundamental
transaction if it had been, immediately prior to such fundamental
transaction, the holder of the number of shares of Common Stock
then issuable upon exercise of the Warrant, and any additional
consideration payable as part of the fundamental transaction. Any
successor to us or surviving entity is obligated to assume the
obligations under the Warrant.

The holders must surrender payment in cash of the aggregate
exercise price of the shares being acquired upon exercise of the
Warrants. In addition, the Warrant holders are entitled to a
cashless exercise option if, at any time of exercise, there is no
effective registration statement registering, or no current
prospectus available for, the issuance or resale of the shares of
Common Stock underlying the Warrants. This option entitles the
Warrant holders to elect to receive fewer shares of Common Stock
without paying the cash exercise price. The number of shares to
be issued would be determined by a formula based on the total
number of shares with respect to which the Warrant is being
exercised, the market price per share of our Common Stock at the
time of exercise and the applicable exercise price of the
Warrants issued in the Offering. We will provide certain
rescission and buy-in rights to a holder if we fail to deliver
the shares of Common Stock issuable upon exercise the Warrants by
the first trading day after the date on which delivery of the
shares is required by the Warrant. With respect to the rescission
rights, the holder has the right to rescind the exercise if
shares are not timely delivered. The buy-in rights apply if after
the first trading day on which delivery of the shares is required
by the Warrant, the holder purchases (in an open market
transaction or otherwise) shares of our Common Stock to deliver
in satisfaction of a sale by the holder of the Warrant shares
that the holder anticipated receiving from us upon exercise of
the Warrant.We are not required to issue fractional shares upon
the exercise of the Warrants.

The Underwriting Agreement contains customary representations,
warranties, and agreements by the Company, and customary
conditions to closing, indemnification obligations of the Company
and the Underwriters, including for liabilities under the
Securities Act of 1933, as amended, other obligations of the
parties, and termination provisions.

The Underwriting Agreement is attached hereto as an exhibit to
provide investors and security holders with information

regarding its terms. It is not intended to provide any other
factual information about the Company. The representations,
warranties and covenants contained in the Underwriting
Agreement were made only for purposes of the Underwriting
Agreement and as of specific dates, were solely for the benefit
of the parties to the Underwriting Agreement, and may be
subject to limitations agreed upon by the contracting parties,
including being qualified by confidential disclosures exchanged
between the parties in connection with the execution of the
Underwriting Agreement.

A copy of the opinion of Goodwin Procter LLP relating to the
legality of the issuance and sale of the Common Stock in the
Offering (including the Common Stock underlying the Warrants)
and the enforceability of the Warrants is attached as
Exhibit5.1 hereto. Copies of the Underwriting Agreement and the
Formof Warrant are filed herewith as Exhibits 1.1 and 4.1,
respectively, and are incorporated herein by reference. The
foregoing description of the Offering and the documentation
related thereto does not purport to be complete and is
qualified in its entirety by reference to such Exhibits.

On May19, 2017, we issued a press release announcing the
Offering. A copy of this press release is filed as Exhibit99.1
attached hereto and is incorporated herein by reference.

Item 1.02

Termination of a Material Definitive
Agreement.

On May24, 2017, the Company voluntarily terminated its
unsecured debt financing arrangement with Stillwater Trust LLC
(the Stillwater Facility). A description of the Stillwater
Facility can be found under the heading Liquidity and
Capital ResourcesUnsecured financing arrangement
contained
in Item 7 of PartII of the Companys Annual Report on Form10-K
for the fiscal year ended December31, 2016 filed with the
Commission on March29, 2017 and is incorporated herein by this
reference. As of the date of its termination, there were no
amounts outstanding under the Stillwater Facility. The Company
did not incur any early termination penalties in connection
with the termination of the Stillwater Facility.

Item 9.01

Financial Statements and Exhibits

(d)Exhibits

Exhibit Number

Description

1.1

Underwriting Agreement dated as of May19, 2017 by and
between eMagin Corporation and H.C. Wainwright Co., LLC,
as the representative of the several underwriters named
therein.

4.1

Formof Warrant to Purchase Common Stock of eMagin
Corporation

5.1

Opinion of Goodwin Procter LLP.

23.1

Consent of Goodwin Procter LLP (contained in Exhibit5.1).

99.1

Press Release, dated May19, 2017.


About eMagin Corporation (NYSEMKT:EMAN)

eMagin Corporation is engaged in the manufacture of microdisplays using organic light emitting diode (OLED) technology. The Company designs, develops, manufactures and markets OLED on silicon microdisplays, virtual imaging products that utilizes OLED microdisplays and related products. The Company also performs research in the OLED field. The Company’s virtual imaging products integrate OLED technology with silicon chips to produce microdisplays smaller than one-inch diagonally, which when viewed through a magnifier, create virtual images that appear comparable in size to that of a computer monitor or a large-screen television. The Company offers its products to OEMs and other buyers as both separate components, integrated bundles coupled with its own optics, or full systems. The Company also offers engineering support. Its products include SVGA+ OLED Microdisplay Series, Digital SVGA OLED-XL, SXGA096 OLED-XL/XLS, SXGA OLED-XL, WUXGA OLED-XL, VGA OLED-XL and Integrated Modules.

eMagin Corporation (NYSEMKT:EMAN) Recent Trading Information

eMagin Corporation (NYSEMKT:EMAN) closed its last trading session down -0.02 at 2.40 with 31,660 shares trading hands.

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