ION Geophysical Corporation (NYSE:IO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement.
On February16, 2018,ION Geophysical Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer& Co. Inc., as representative of the underwriters named therein (the “Underwriters”), relating to an underwritten public offering of 1,820,000 shares (the “Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”), and warrants to purchase 1,820,000 shares of Common Stock (the “Warrants”). Each share of Common Stock is being sold together with a warrant to purchase one share of Common Stock, at a price to the public of $27.50 per share and related warrant. The Warrants will be exercisable commencing on the issuance date at an exercise price equal to $33.60 per share of Common Stock, subject to adjustments provided under the terms of the Warrants. The Warrants expire on March21, 2019.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company and customary conditions to closing, obligations of the parties and termination provisions. Additionally, under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the Underwriters may be required to make in respect of these liabilities.
The Shares and Warrants to be sold to the Underwriting Agreement were registered under the Securities Act, to registration statement on FormS-3 (File No.333-213769). A prospectus supplement relating to the offering has been filed with the Securities and Exchange Commission. The closing of the offering is expected to take place on or about February21, 2018, subject to the satisfaction of customary closing conditions.
to the Underwriting Agreement, subject to certain exceptions, the Company and its directors and officers have agreed not to sell or otherwise dispose of any of the Company’s securities held by them for a period ending 90 days after the date of the final prospectus supplement relating to the Offering without first obtaining the written consent of the Representative.
A copy of the Underwriting Agreement and Formof Warrant is attached hereto as Exhibit1.1 and Exhibit10.1, respectively, and are incorporated herein by reference. The foregoing description of the material terms of the Underwriting Agreement and Formof Warrant and do not purport to be complete and are qualified in its entirety by reference to such exhibits.
A copy of the legal opinion and consent of Locke Lord LLP relating to the Shares is attached hereto as Exhibit5.1.
Item 1.01Regulation FD Disclosure.
The Company issued a press release on February15, 2018 announcing the launch of the public offering and a press release on February16, 2018 announcing the pricing of the public offering. The press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.
to the rulesand regulations of the Securities and Exchange Commission, the information in this Item 1.01 disclosure, including Exhibits 99.1 and 99.2 and the information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended.