STANDARD DIVERSIFIED INC. (NYSEAMERICAN: SDI) Files An 8-K Other EventsItem 8.01. Other Events.
On December 4, 2018, Standard Diversified Inc. (the “Company”) entered into an amendment to the Capital on DemandTMSales Agreement (the “Sales Agreement”) that it entered into on August 10, 2018 with JonesTrading Institutional Services LLC, as agent (the “Agent”).
Before being amended, the Sales Agreement provided for the sale and issuance of shares of our Class A Common Stock, $0.01 par value per share (the “Common Stock”) in an “at-the-market” offering (the “ATM Offering”) to our shelf registration statement on Form S-3 (File No. 333-226165) (the “Prior Registration Statement”), which includes a base prospectus and a prospectus supplement dated August 10, 2018, providing for the sale of up to $6.5 million of shares of our Common Stock in the ATM Offering. To date, we have issued and sold 313,082 shares under the Sales Agreement for gross proceeds of approximately $5.2 million.
The amendment to the Sales Agreement provides for the issuance and sale of shares of our Common Stock in the ATM Offering to the Company’s effective shelf registration statement on Form S-3 (File No. 333-228436) filed on November 16, 2018 with the Securities and Exchange Commission (the “New Registration Statement”). The issuance and sale of such shares in the ATM Offering will be made under the New Registration Statement, to a prospectus supplement dated December 4, 2018. Such prospectus supplement updates the amount of Common Stock the Company may offer and sell in the ATM Offering under the New Registration Statement to reflect an increase of $6.0 million in aggregate value of shares of its Common Stock that may be issued and sold from time to time through the Agent.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Stock discussed herein, nor shall there be any offer, solicitation, or sale of Common Stock 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.
(d) Exhibits.
| Exhibit Number | Description |
| 5.1 | Opinion of Morgan, Lewis & Bockius LLP. |
| 23.1 | Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1). |