EVINE Live Inc. (NASDAQ:EVLV) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement. |
On May 23, 2017, the Company entered into Common Stock Purchase
Agreements (the Purchase Agreements) with certain investors,
providing for the issuance and sale by the Company of 4,008,273
shares of the Companys common stock, par value $0.01 per share
(the Shares), in a registered direct offering (the Offering). On
May 25, 2017, the Company increased the number of Shares to be
sold in the Offering by 892,857 Shares, for a total Offering size
of 4,901,130 Shares.
The Shares were offered at a price of $1.12 per Share, except for
Shares sold to certain officers and directors, who will pay $1.15
per Share. The Company will receive gross proceeds from the
Offering of approximately $5.5 million. The Company has not
engaged an underwriter or placement agent in connection with the
Offering and therefore is not paying any underwriting discounts
or commissions. The Company intends to use the net proceeds from
the Offering to fund general corporate purposes, including
working capital.
The closing of the Offering is expected to occur on May 30, 2017,
subject to the satisfaction of customary closing conditions
contained in the Purchase Agreements. The Shares were offered by
the Company to a shelf registration statement on Form S-3 (File
No. 333-203209), filed with the Securities and Exchange
Commission (the SEC) on May 13, 2015. The Shares may be offered
only by means of a prospectus, including a prospectus supplement,
forming a part of the effective registration statement. The legal
opinion, including the related consent, of Gray, Plant, Mooty,
Mooty Bennett, P.A. relating to the legality of the issuance and
sale of the Shares is filed hereto as Exhibit 5.1.
The foregoing is only a summary of the material terms of the
Purchase Agreements and does not purport to be a complete
description of the rights and obligations of the parties
thereunder. The foregoing description is qualified in its
entirety by reference to the form of Purchase Agreement, which is
filed as Exhibit 10.1 to this Current Report, and incorporated
herein by reference.
| Item 8.01. | Other Events. |
On May 24, 2017, the Company issued a press release in connection
with the Offering. A copy of the press release is attached as
Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number | Description | |
| 5.1* | Opinion of Gray, Plant, Mooty, Mooty Bennett, P.A. | |
| 10.1* | Form of Common Stock Purchase Agreement, dated May 22, 2017 | |
| 23.1* |
Consent of Gray, Plant, Mooty, Mooty Bennett, P.A. (included in Exhibit 5.1) |
|
| 99.1* | Press Release, dated May 23, 2017 |
| * |
Incorporated by reference to the current report on Form 8-K filed on May 24, 2017. |
About EVINE Live Inc. (NASDAQ:EVLV)
EVINE Live Inc. is a digital commerce company. The Company operates through the digital commerce retailing segment. The Company offers a mix of brands directly to consumers in an engaging and informative shopping experience through television (TV), online and mobile devices. It operates an around the clock television shopping network, EVINE Live, which is distributed primarily on cable and satellite systems, through which the Company offers brand products in the categories of jewelry and watches, home and consumer electronics, beauty, and fashion and accessories. In addition, it offers a collection of men’s and women’s watches from classic to modern designs. It features home decor, bed and bath textiles, cookware, kitchen electrics, mattresses, tabletop accessories and home furnishings. Its beauty assortment features a range of skincare, cosmetics, hair care, and bath and body products. It also offers a range of apparel, outerwear, intimates, handbags, accessories and footwear. EVINE Live Inc. (NASDAQ:EVLV) Recent Trading Information
EVINE Live Inc. (NASDAQ:EVLV) closed its last trading session down -0.04 at 1.16 with 345,674 shares trading hands.