INC. (NASDAQ:INCR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Equity Distribution Agreement
On March 9, 2021, Broadwind, Inc. (“Broadwind” or the “Company”), entered into an Equity Distribution Agreement (the “Agreement”) with Craig-Hallum Capital Group LLC (the “Manager”). to the terms of the Agreement, the Company may sell from time to time through the Manager shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), with an aggregate sales price of up to $10.0 million (the “Shares”).
Any sales of Shares to the Agreement will be made under the Company’s effective “shelf” registration statement (the “Registration Statement”) on Form S-3 (File No. 333-248107), including the related prospectus, that was filed with the Securities and Exchange Commission on August 18, 2020 and declared effective on October 13, 2020, as supplemented by a prospectus supplement dated March 9, 2021.
Under the Agreement, the Company may sell Shares through the Manager by any method permitted by law that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended.
Sales of the Shares, if any, may be made at market prices prevailing at the time of sale, subject to such other terms as may be agreed upon at the time of sale, including a minimum sales price that may be stipulated by the Company’s Board of Directors. The Company or the Manager, under certain circumstances and upon notice to the other, may suspend the offering of the Shares under the Agreement. The offering of the Shares to the Agreement will terminate upon the sale of Shares in an aggregate offering amount equal to $10.0 million, or sooner if either the Company or the Manager terminates the Agreement to its terms.
The Company will pay a commission to the Manager of 2.75% of the gross offering proceeds of the Shares sold to the Agreement and will pay the Manager all expenses incident to the performance of its obligations under the Agreement. The Company has also provided the Manager with customary indemnification rights. The Company is not obligated to make any sales of Shares under the Agreement.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Agreement is also incorporated by reference into the Registration Statement.
A copy of the opinion of Thompson Coburn LLP relating to the legality of the shares of Common Stock issuable under the Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K and is also incorporated by reference into the Registration Statement.
The above disclosure shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities 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.
Item 9.01. Financial Statements and Exhibits.
BROADWIND, INC. Exhibit
EX-1.1 2 ex_232419.htm EQUITY DISTRIBUTION AGREEMENT ex_232419.htm EXHIBIT 1.1 Broadwind,…
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About INC. (NASDAQ:INCR)
INC Research Holdings, Inc. is a global contract research organization (CRO). The Company is focused on Phase I to Phase IV clinical development services for the biopharmaceutical and medical device industries. The Company operates through two segments: Clinical Development Services and Phase I Services. The Company’s Clinical Development Services segment offers all clinical development services, including full-service global studies, as well as ancillary services, such as clinical monitoring, investigator recruitment, patient recruitment, data management, study reports to assist customers with their drug development process, quality assurance audits and specialized consulting services. The Company’s Phase I Services segment focuses on clinical development services for Phase I trials, which include scientific exploratory medicine, first-in-human studies through proof-of-concept stages and support for Phase I studies in established compounds.