PRO-DEX, INC. (NASDAQ:PDEX) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
On February 16, 2017, Pro-Dex, Inc. (the Company) entered into an
At the Market Offering Agreement (the Agreement) with Ascendiant
Capital Markets, LLC. (the sales agent or Ascendiant), to which
the Company may sell and issue shares of its common stock having
an aggregate offering price of up to $20,000,000 (the Shares)
from time to time through Ascendiant, as the Companys sales agent
(the ATM Offering). The Company has no obligation to sell any of
the Shares, and may at any time suspend offers under the
Agreement or terminate the Agreement.
Sales of the Shares, if any, under the Agreement may be made in
transactions that are deemed to be at-the-market equity offerings
as defined in Rule 415 under the Securities Act of 1933, as
amended, including sales made by means of ordinary brokers
transactions, including on the NASDAQ Stock Market. Subject to
the terms and conditions of the Agreement, the sales agent will
use its reasonable efforts to sell the Shares from time to time
based upon the Companys instructions (including any price, time
or size limits or other parameters or conditions the Company may
impose). The Company will pay the sales agent a commission of up
to 3.0% of the gross sales price of any Shares sold under the
Agreement. The Company has also provided the sales agent with
customary indemnification rights and has agreed to reimburse the
sales agent for certain specified expenses up to $80,000.
The Shares will be offered and sold to the Companys shelf
registration statement on Form S-3, as amended (File
No.333-215032) which was declared effective on February 8, 2017.
On February 16, 2017, the Company filed a prospectus supplement
with the Securities and Exchange Commission relating to the sale
of up to $4,000,000 Shares to the ATM Offering. to General
Instruction I.B.6 of Form S-3, the aggregate market value of
securities (including Shares) that may be sold by or on behalf of
the Company to General Instruction I.B.6. during a 12-month
period may not exceed one-third of the aggregate market value of
the Companys common stock held by non-affiliates of the Company.
Under the terms of the Agreement, the Company may also sell
Shares to Ascendiant as principal for its own account at a price
agreed upon at the time of the sale, subject to the Company
entering into a separate terms agreement with Ascendiant for any
such sale and the filing of a prospectus supplement with the
terms thereof.
The description of the ATM Agreement does not purport to be
complete and is qualified in its entirety by reference to the ATM
Agreement, a copy of which is filed as Exhibit1.1 to this Current
Report on Form 8-K. The copy of the Agreement has been included
to provide investors with information regarding its terms and is
not intended to provide any other factual information about the
Company. The representations, warranties and covenants contained
in the Agreement were made only for purposes of the Agreement as
of the specific dates therein, are solely for the benefit of the
parties to the Agreement, may be subject to limitations agreed
upon by the contracting parties, including, among others, being
qualified by disclosures made for the purposes of allocating
contractual risk between the parties instead of establishing
these matters as facts, and may be subject to standards of
materiality applicable to the contracting parties that differ
from those applicable to investors. Investors are not third-party
beneficiaries under the Agreement and should not rely on the
representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of the Company. Moreover, information concerning the
subject matter of representations and warranties may change after
the date of the Agreement, which subsequent information may or
may not be fully reflected in the Companys public disclosures.
Rather, investors and the public should look to the disclosures
contained in the Companys reports under the Securities Exchange
Act of 1934, as amended.
The legal opinion of Rutan Tucker LLP relating to the shares of
common stock being offered to the Agreement is filed as Exhibit
5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K 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.
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(d) |
Exhibits. |
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Exhibit Number |
Description |
|
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1.1 |
At the Market Offering Agreement, dated February 16, 2017, |
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5.1 |
Opinion of Rutan Tucker, LLP |
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23.1 |
Consent of Rutan Tucker, LLP (included in Exhibit 5.1) |
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About PRO-DEX, INC. (NASDAQ:PDEX)
Pro-Dex, Inc. (Pro-Dex) designs and produces surgical and dental instruments and motion control products used in the medical, factory automation and scientific research industries. The Company operates through four segments: Pro-Dex, OMS, Fineline and Engineering Services Division (ESD). The Pro-Dex segment provides primarily medical and dental instruments using shared production and assembly machines and workforce. The OMS segment is engaged in providing multi-axis motion control applications. The Fineline segment manufactures plastic injection molds for various industries. The ESD segment provides permanent placement and contract services in the fields of engineering, manufacturing and quality to diverse businesses. In addition to Pro-Dex, the names Micro Motors and Oregon Micro Systems are used for marketing purposes as brand names. It provides engineering consulting services, as well as quality and regulatory consulting services, to a range of industries through EDS. PRO-DEX, INC. (NASDAQ:PDEX) Recent Trading Information
PRO-DEX, INC. (NASDAQ:PDEX) closed its last trading session up +0.05 at 5.20 with 8,821 shares trading hands.