SIGMA LABS, INC. (OTCMKTS:SGLB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On March 13, 2019, Sigma Labs, Inc. (the “Company”) entered into a placement agency agreement (the “Agency Agreement”) with Dawson James Securities, Inc., as exclusive placement agent (the “Placement Agent”) in connection with a public offering (the “Offering”) of the Company’s securities. to the Agency Agreement, the Company has agreed to sell up to 1,400,800 units, with each unit consisting of one share of the Company’s common stock, par value $0.001 per share, and 30% of a warrant to purchase a share of the Company common stock at an exercise price of $1.61 per whole share. The units will be sold at a price of $1.40 per unit. The shares of common stock and warrants will be mandatorily separable immediately upon issuance.
The Company has agreed to pay to the Placement Agent a placement agent fee equal to 8% of the aggregate gross proceeds to the Company from the sale of the securities in the Offering. In addition, the Company has agreed to reimburse the Placement Agent for diligence expenses and legal fees in the sum of $45,000 and the reimbursement of “blue sky” fees and expenses not to exceed $10,000. Because there is no minimum offering amount required as a condition to closing in this offering, the actual public offering amount, placement agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above. The closing of the Offering is expected to occur on March 15, 2019.
to the Agency Agreement, the Company also agreed to issue to the Placement Agent a five-year unit purchase option (the “Unit Purchase Option”) to purchase 8% of the number of units sold in this offering at an exercise price equal to $1.75 per unit (125% of the public offering price per share). The unit purchase option will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months following the commencement date of this offering and ending five years from the commencement date of this offering.
The anticipated gross proceeds to us from the offering, before deducting the placement agent’s fees and expenses and other estimated offering expenses payable by us are expected to be approximately $1,961,120.
to the Agency Agreement, the Company has agreed to indemnify the Placement Agent against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and liabilities arising from breaches of representations and warranties contained in the Agency Agreement, or to contribute to payments that the Placement Agent may be required to make in respect of those liabilities. The Agency Agreement also contains customary representations, warranties, and conditions precedent to closing.
The securities were offered and will be sold to a final prospectus supplement that was filed with the Securities and Exchange Commission, or SEC, in connection with a takedown from our effective shelf registration statement on Form S-3 (File No. 333-225377) and the base prospectus dated as of June 14, 2018 contained in such registration statement. In connection with the offering, we also filed with the SEC a preliminary prospectus supplement relating to the Offering.
The Agency Agreement, the form of the warrants and the Unit Purchase Option are filed as exhibits hereto and are incorporated into this Item 1.01 by reference. The foregoing description of the Agency Agreement, the warrants and the Unit Purchase Option are qualified in its entirety by reference to the full text of the same. The representations, warranties and covenants contained in the Agency 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, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Agency Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement 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 Agency 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 the representations and warranties may change after the date of the Agency Agreement.
On March 12, 2019 and March 13, 2019, we issued press releases announcing the Offering and the pricing of the Offering, respectively. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference.
As of March 13, 2019, the Company had outstanding 9,135,290 shares of common stock.
| Item 9.01 | Financial Statements and Exhibits. |
There are filed as part of this report the exhibits listed on the accompanying Index to Exhibits, which information is incorporated herein by reference.
SIGMA LABS, INC. Exhibit
EX-1.1 2 ex1-1.htm PLACEMENT AGENCY AGREEMENT Dawson James Securities,…
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About SIGMA LABS, INC. (OTCMKTS:SGLB)
Sigma Labs, Inc. is a technology company that specializes in the development and commercialization of manufacturing and materials technologies. The Company’s principal business activities include the development of its In-Process Quality Assurance (IPQA) suite of technologies and the commercialization of both its IPQA and materials-related suite of technologies, with its focus on three-dimensional printing (3DP) industry. It is engaged in a range of activities in which it seeks to commercialize technologies and products in various industry sectors, such as aerospace and defense manufacturing; bio-medical manufacturing; automotive manufacturing, and other markets. It offers PrintRite3D SENSORPAK, which is an auxiliary sensor and hardware kit; PrintRite3D INSPECT, which is a software that verifies quality layer by layer, and PrintRite3D CONTOUR, which is a software that assures the as-built geometry. Its other software modules include PrintRite3D THERMAL and PrintRite3D ANALYTICS.
