Superconductor Technologies Inc. (NASDAQ:SCON) Files An 8-K Entry into a Material Definitive Agreement

Superconductor Technologies Inc. (NASDAQ:SCON) Files An 8-K Entry into a Material Definitive Agreement

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Entry into a Material Definitive Agreement

Equity Financing

On December9, 2016, Superconductor Technologies Inc. (the
Company), announced the pricing of a public offering of common
stock (and common stock equivalents) with expected total gross
proceeds of approximately $10.2million. The closing of the
registered public offering is expected to occur on or about
December14, 2016, subject to satisfaction of customary closing
conditions as set forth in the Purchase Agreement (as defined
below). The net proceeds to the Company from the registered
offering, after deducting the placement agent fees and the
Companys estimated offering expenses, is expected to be
approximately $9.2million.

In connection with the offering, the Company will issue 1,798,787
shares of its common stock at a price of $1.50 per share, with
each share of common stock coupled with a five year warrant to
purchase one share of common stock, at an exercise price of $2.00
(the Warrants). These securities were offered in the form of a
ClassA Unit but are immediately separable and will be issued
separately at the closing.

For certain investors who would otherwise hold more than 4.99% of
the Companys common stock following the registered offering, the
Company agreed to issue to such investors in the form of ClassB
Units, shares of a new class of preferred stock designated Series
D Convertible Preferred Stock (as outlined below) (the Series D
Preferred Stock) with a stated value of $1,000 and which are
convertible into the Companys common stock at a conversion price
equal to $1.50 per share of common stock, together with an
equivalent number of Warrants in the same form and economic terms
based on the related purchase price as the purchasers of the
ClassA Units (the ClassB Units and together with the ClassA
Units, the Units). These securities offered in the form of a
ClassB Unit are immediately separable and will be issued
separately at the closing. The rights and obligations associated
with ClassA Units and ClassB Units consist only in the
constituent parts of each such unit, except that the Company has
approved the sale of the constituent parts as units on the terms
and conditions described in the prospectus filed in the
Registration Statement (as defined below).

In connection with the offering, the Company entered into a
Securities Purchase Agreement (Purchase Agreement) with certain
of the investors in the offering purchasing the ClassB Units and
engaged Rodman Renshaw, a unit of H.C. Wainwright Co. (the
Placement Agent) to act as placement agent. The Company agreed to
pay the Placement Agent a cash placement fee equal to 7% of the
gross proceeds from the sales of the Units sold in the registered
offering, a management fee equal to 1% of the gross proceeds of
the registered offering, reimbursement of $100,000 for the
Placement Agents legal fees and expenses, and an accountable
expense allowance up to $50,000. The Company also granted the
Placement Agent a right of first refusal to act as its exclusive
advisor, manager or underwriter or agent, as applicable, if the
Company or its subsidiaries sells or acquires a business,
finances any indebtedness using an agent, or raises capital
through a public or private offering of equity or debt securities
at any time prior to the twelve month anniversary of the date of
commencement of sales in the offering.

The offer and sale of the Units in the registered offering is
registered under the Securities Act of 1933, as amended, on a
Registration Statement on Form S-1 (File No.333-214433), as
amended, which became effective on December8, 2016, a related
prospectus filed in connection with such offering, and a Form
S-1MEF (File No.333-214996) (adding securities to the
aforementioned effective registration statement) (the
Registration Statement).

On December9, 2016, the Company issued a press release announcing
the registered offering. A copy of the press release is filed as
Exhibit 99.1 hereto and is incorporated herein by reference.

The foregoing summaries of the Purchase Agreement and
Warrants are subject to, and qualified in their entirety by, such
documents included as Exhibits 4.23 and 4.24 to the Registration
Statement, respectively, which are incorporated herein by
reference. Certain of these documents contain representations and
warranties and other statements which are not for the benefit of
any party other than the parties to such document or agreement
and are not intended as a document for investors (to the extent
they are not a party to such agreement) or the public generally
to obtain factual information about us.

Adjustment of Exercise Price of other Warrants

As a result of the registered offering described above, the
exercise price of the Term A warrants issued in the Companys
underwritten public offering that closed on August9, 2013, will
each be adjusted to $1.50 per share due to the price-based
anti-dilution adjustment mechanisms in such warrants. This
adjustment mechanism provides that if the Company sells shares of
common stock or common stock equivalents at an effective per
share price less than the then exercise price of such warrants,
that the exercise price of the Term A warrants will be reset to
such lower price. This feature will terminate when the
volume-weighted average price of the Companys common stock as
reported by its principal trading market exceeds 300% of the then
exercise price of the warrant for thirty consecutive trading days
and does not apply to certain exempt issuances, including, in
certain circumstances, issuances under equity incentive plans,
securities issued upon exercise or conversion of existing
securities or securities issued in connection with acquisitions
or strategic transactions. Each Term A warrant expires on
August9, 2018.

Item5.03 Amendment to Articles of Incorporation or

The information contained above in Item 1.01 is hereby
incorporated by reference into this Item 5.03. On December13,
2016, and in connection with the anticipated issuance of the
Series D Preferred Stock in the offering, the Company filed a
Certificate of Designation to its Restated Certificate of
Incorporation with the Secretary of State of the State of
Delaware, authorizing and establishing the rights, preferences,
and privileges of the Series D Convertible Preferred Stock.
Copies of the form of stock certificate and Certificate of
Designation relating to the Series D Convertible Preferred Stock
are included as Exhibits 4.21 and 4.22 to the Registration
Statement, respectively, which are incorporated herein by

Forward-Looking Statements

Certain statements in this Form 8-K are forward-looking
statements that involve a number of risks and uncertainties. Such
forward-looking statements include statements about the expected
closing of the sale and purchase of the Companys securities
described herein and the Companys receipt of net proceeds
therefrom. For such statements, the Company claims the protection
of the Private Securities Litigation Reform Act of 1995. Actual
events or results may differ materially from the Companys
expectations. Factors that could cause actual results to differ
materially from the forward-looking statements include, but are
not limited to, the Companys ability to satisfy applicable
closing conditions under the Purchase Agreement and the investors
fulfillment of their obligations to purchase the securities.
Additional factors that could cause actual results to differ
materially from those stated or implied by the Companys
forward-looking statements are disclosed in the Companys other
reports filed with the Securities and Exchange Commission,
including the Companys Annual Report on Form 10-K for the year
ended December31, 2015, as amended. Readers are cautioned not to
place undue reliance upon these forward-looking statements, which
speak only as to the date of this report. Except as required by
law, the Company undertakes no obligation to update any
forward-looking or other statements in this report, whether as a
result of new information, future events or otherwise.

Item9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release of the Company dated December9, 2016.

About Superconductor Technologies Inc. (NASDAQ:SCON)

Superconductor Technologies Inc. is engaged in developing and commercializing high temperature superconductor (HTS) materials and related technologies. The Company operates through the research, development, manufacture and marketing of high performance products used in cellular base stations segment. The Company develops products for the utility and telecommunications industries. The Company offers family of products, including SuperLink, which combines a specialized filter using HTS technology with a cryogenic cooler and a low-noise amplifier; AmpLink, which provides duplexing and uplink enhancement for personal communications service (PCS) and advanced wireless services (AWS) base stations, and SuperPlex, which provides a line of multiplexing solutions to reduce the need for additional antennas and coaxial cable feed lines, while providing functionality in both the 850 megahertz (MHz) cellular band and the 1,900 MHz PCS band.

Superconductor Technologies Inc. (NASDAQ:SCON) Recent Trading Information

Superconductor Technologies Inc. (NASDAQ:SCON) closed its last trading session down -0.08 at 1.35 with 242,708 shares trading hands.

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