LIMBACH HOLDINGS, INC. (NASDAQ:LMB) Files An 8-K Other Events
Item 8.01 Other Events.
On December 11, 2020, Limbach Holdings, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) a prospectus supplement (the “Prospectus Supplement”), filed with the Commission to Rule 424(b) of the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Act”), to the prospectus dated August 6, 2019 (the “Base Prospectus” and together with the Prospectus Supplement, the “Prospectus”), which form a part of the Company’s registration statement on Form S-3 (File No. 333-232406) (as amended, the “Registration Statement”), filed with, and declared effective by, the Commission under the Act.
The Prospectus relates to the offering by the Company on a continuous basis of up to an aggregate of 4,499,632 shares (the “Shares”) of common stock, par value $0.0001 per share (“Common Stock”) reserved for issuance under outstanding warrants, consisting of (i) 2,300,000 shares of Common Stock issuable upon the exercise of 4,600,000 warrants that were issued as part of units in the Company’s initial public offering to a prospectus dated July 15, 2014, and are exercisable for one half of a share of Common Stock at an exercise price of $5.75 ($11.50 per whole share) (the “Public Warrants”), (ii) 21,833 shares of Common Stock issuable upon exercise of 43,667 warrants that were initially issued as part of units to 1347 Investors LLC, the Company’s sponsor (the “Sponsor”) prior to the completion of the Company’s business combination with Limbach Holdings LLC on July 20, 2016 (the “Business Combination”), in a private placement concurrently with the closing of the Company’s initial public offering and the exercise of the underwriters’ option to purchase additional securities in connection with the Company’s initial public offering, and are exercisable for one half of a share of Common Stock at an exercise price of $5.75 ($11.50 per whole share) (the “Private Warrants”), (iii) 600,000 shares of Common Stock issuable upon exercise of 600,000 warrants that were initially issued to the Sponsor in a private placement concurrently with the closing of the Company’s initial public offering, and are exercisable for one share of Common Stock at an exercise price of $15.00 per share (the “$15 Exercise Price Warrants”), (iv) 631,119 shares of Common Stock issuable upon exercise of warrants that were initially issued in connection with the closing of the Business Combination, and are exercisable for one share of Common Stock at an exercise price of $12.50 per share (the “Merger Warrants”), and (v) 946,680 shares of Common Stock issuable upon exercise of additional warrants that were initially issued in connection with the closing of the Business Combination, and are exercisable for one share of Common Stock at an exercise price of $11.50 per share (the “Additional Merger Warrants” and collectively with the Public Warrants, the Private Warrants, the $15 Exercise Price Warrants, the Merger Warrants and the Additional Merger Warrants, the “Warrants”). A description of the material terms of the Shares and the Warrants is contained in Prospectus Supplement. Such description is a summary and is qualified in its entirety by (x) the Warrant Agreement, dated July 15, 2014, between the Company and Continental Stock Transfer & Trust Company, as warrant agent, filed as Exhibit No. 4.1 to that certain Current Report on Form 8-K filed on July 21, 2014, (y) the form of Merger Warrant filed as Exhibit 4.4 to that certain Registration Statement on Form S-3 filed on September 15, 2016 and (z) the form of Additional Merger Warrant filed as Exhibit 4.5 to that certain Registration Statement on Form S-3 filed on September 15, 2016.
In connection with the Offering, the Company is filing a legal opinion and consent as, respectively, Exhibit No. 5.1 and Exhibit No. 23. 1 (contained in Exhibit No. 5.1) to this Form 8-K, each of which is incorporated by reference in its entirety into the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 5.1 | Opinion of Cozen O’Connor |
| 23.1 | Consent of Cozen O’Connor (contained in Exhibit 5.1) |
Limbach Holdings, Inc. Exhibit
EX-5.1 2 tm2038221d2_ex5-1.htm EXHIBIT 5.1 Exhibit 5.1 December 11,…
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