PROFIRE ENERGY, INC. (NASDAQ:PFIE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry Into a Material Agreement.
On June29, 2018, in connection with the pricing of its secondary public offering (the “Offering”), Profire Energy,Inc. (the “Company”) and certain stockholders of the Company (the “Selling Stockholders”) entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, as representative of the several underwriters named on Schedule II therein (the “Underwriters”). The Underwriting Agreement provides for the offer and sale by the Selling Stockholders of 7,500,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The public offering price for each share of Common Stock is $3.25 per share. In addition, one of the Selling Stockholders granted the Underwriters a 30-day option to purchase up to an additional 1,125,000 shares of Common Stock on the same terms. The Underwriters exercised this option in full on July 2, 2018.
The Underwriters will purchase the shares of Common Stock from the Selling Stockholders at a price of $3.07125 per share, representing a 5.5% discount from the public offering price. Lake Street Capital Markets and Chardan acted as co-managers for the Offering.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company and Selling Stockholders, customary conditions to closing, indemnification obligations of the Company, Selling Stockholders and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
to the Underwriting Agreement, and subject to certain exceptions, the Selling Stockholders agreed not to sell or otherwise dispose of any Common Stock for a period ending 365 days after the date of the final prospectus used to sell the Common Stock in the Offering without first obtaining the written consent of Roth Capital Partners.
The Common Stock is being offered and sold to the Company’s effective registration statement on Form S-3 (File No. 333-225508) initially filed with the Securities and Exchange Commission (the “SEC”) on June 8, 2018 and declared effective by the SEC on June 28, 2018.
The Offering closed on July 3, 2018.
The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
Item 8.01Other Events.
On July 3, 2018, the Company issued a press release announcing the completion of the Offering of 8,625,000 shares of Common Stock sold by the Selling Stockholders. The shares sold included the sale of all shares subject to the underwriters’ over-allotment option, which was exercised in full prior to the closing of the Offering on June 3, 2018. The Company did not sell any shares of its common stock in the Offering and did not receive any proceeds from the sale of the shares by the Selling Stockholders. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated by reference into this Item 8.01.
Financial Statements and Exhibits
Underwriting Agreement, dated June29, 2018, by and among Profire Energy,Inc., the Selling Stockholders named therein, and Roth Capital Partners, LLC.
Press Release of Profire Energy, Inc., dated July 3, 2018.
PROFIRE ENERGY INC ExhibitEX-1.1 2 underwritingagreement.htm EXHIBIT 1.1 Exhibit UNDERWRITING AGREEMENTJune 29,…To view the full exhibit click
About PROFIRE ENERGY, INC. (NASDAQ:PFIE)
Profire Energy, Inc. is an oilfield technology company. The Company is primarily engaged in the business of developing combustion management technologies for the oil and gas industry. It specializes in the creation of burner-management systems, used on a range of oilfield natural-draft fire tube vessels. It offers burner-management systems, which help to ignite, monitor and manage the burner flame. Its solution, the PF3100, helps manage and synchronize custom applications helping oilfield producers meet deadlines through an off-the-shelf solution with dynamic customization. It also sells complementary oilfield products. Such products help manage fuel flow (such as valves and fuel trains), meter air flow (such as airplates), generate power on-site (such as solar packages), ignite and direct flame (such as flare stack igniter and nozzles), and other functions. In addition to the burner-management systems and complementary technologies, it also offers chemical-management systems.