eMagin Corporation (NYSEMKT:EMAN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
On November 22, 2019, eMagin Corporation (“we,” “us,” “eMagin” or the “Company”) entered into an At The Market Offering Agreement (the “Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright” or the “Agent”), to create an at-the-market equity program under which the Company from time to time may offer and sell shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $1,700,000 (the “Shares”) through Wainwright.
Subject to the terms and conditions of the Agreement, Wainwright will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions. The Company has provided the Agent with customary indemnification rights, and the Agent will be entitled to a placement fee at a fixed commission rate equal to 3.0% of the gross proceeds per Share sold.
Sales of the Shares, if any, under the Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made by means of ordinary brokers’ transactions, including on the NYSE American, at market prices or as otherwise agreed with the Agent. The Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Agreement or terminate the Agreement.
This report also incorporates by reference the Agreement into the shelf registration statement on Form S-3 (File No. 333-218838) previously filed with the Securities and Exchange Commission on June 20, 2017, in the form in which it became effective on July 11, 2017 (the “2017 Registration Statement”). This report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares 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.
The Agreement is filed as Exhibit 10.1 to this report. The description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement filed herewith as an exhibit to this report.
The opinion of the Company’s counsel regarding the validity of the Shares that will be issued to the Agreement is also filed herewith as Exhibit 5.1. This opinion is also filed with reference to, and is hereby incorporated by reference into, the 2017 Registration Statement.
(d) Exhibits. The following documents are filed as exhibits to this report:
| Exhibit Number | Description |
| 5.1 | Opinion of Goodwin Procter LLP |
| 10.1 | At Market Offering Agreement, dated November 22, 2019, between eMagin Corporation and H.C. Wainwright & Co., LLC |
| 23.1 | Consent of Goodwin Procter LLP (included in Exhibit 5.1) |
EMAGIN CORP Exhibit
EX-5.1 2 tm1923652d3_ex5-1.htm EXHIBIT 5.1 Exhibit 5.1 [LETTERHEAD OF GOODWIN PROCTER LLP] November 22,…
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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.