On January 21, 2020, Global Water Resources, Inc. (the “Company”) closed an underwritten public offering (the “Offering”) of 870,000 shares of its common stock, par value $0.01 per share (the “Shares”). The Shares were issued and sold to an underwriting agreement (the “Underwriting Agreement”), dated January 16, 2020, by and between the Company and Roth Capital Partners, LLC (the “Underwriter”), at a public offering price per share of $12.50. The Company will receive net proceeds of approximately $10.0 million from the Offering after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. In addition, the Company has granted the Underwriter a 30-day option to purchase up to an additional 130,000 shares of its common stock at the public offering price, less the underwriting discounts and commissions.

The Offering was made to the Company’s effective registration statement on Form S-3 (File No. 333-219802), previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”) on August 22, 2017, and a prospectus supplement relating to the Offering and accompanying base prospectus (together, the “Prospectus”). The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete statement of the rights and obligations of the parties under the Underwriting Agreement and the transactions contemplated thereby, and is qualified in its entirety by reference to the Underwriting Agreement that is attached hereto as Exhibit 1.1. A copy of the opinion of Snell & Wilmer L.L.P. relating to the legality of the issuance and sale of the Shares is attached hereto as Exhibit 5.1.

On January 15, 2020, the Company issued a press release announcing the launch of the Offering. A copy of the Company’s press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

On January 16, 2020, the Company issued a press release announcing the pricing of the Offering. A copy of the Company’s press release is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

On January 21, 2020, the Company issued a press release announcing the completion of the Offering. A copy of the Company’s press release is attached hereto as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

The Prospectus contains updated risk factor disclosure relating to the Company’s business. Accordingly, the Company is filing information for the purpose of supplementing and updating the risk factor disclosure contained in the Company’s prior public filings, including those discussed under the heading, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and its subsequent filings with the SEC. The updated disclosure is attached hereto as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

Global Water Resources, Inc. Exhibit
EX-1.1 2 exhibit11-underwritingagre.htm EXHIBIT 1.1 Exhibit EXHIBIT 1.1870,…
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About GLOBAL WATER RESOURCES, INC. (NASDAQ:GWRS)

Global Water Resources, Inc. is a water resource management company. The Company owns, operates and manages water, wastewater and recycled water utilities in strategically located communities, principally in metropolitan Phoenix, Arizona. The Company focuses on the issues of water supply and scarcity, and applies principles of water conservation through water reclamation and reuse. As of April 28, 2016, the Company owned nine water and wastewater utilities in communities principally in metropolitan Phoenix. As of April 28, 2016, the Company served over 50,000 people in approximately 20,000 homes within its 332 square miles of certificated service areas. The Company is creating renewable water systems where wastewater from homes is treated and used again for various outdoor applications.