Item 1.01 Entry into a Material Definitive Agreement
On March 4, 2021, A-Mark Precious Metals, Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with D.A. Davidson & Co.,
as representative of the several underwriters identified therein, relating to
the sale of 2,500,000 shares (the "Shares") of its common stock, par value $0.01
per share, at a price to the public of $28.00 per share (the "Offering"), and
granted the underwriters a 30-day option to purchase from the Company up to an
additional 375,000 shares of its common stock to cover over-allotments, if any.
The Company expects to receive net proceeds, after deducting underwriter
discounts and commissions, before estimated offering expenses, of approximately
$66.2 million from the sale of the Shares. The Company anticipates using the net
proceeds from the Offering to fund a portion of the consideration payable in
connection with its previously announced acquisition of JM Bullion, Inc., and
other general corporate purposes. If the acquisition of JM Bullion, Inc. is not
consummated for any reason, proceeds from the Offering will be used by the
Company for general corporate purposes.
The Offering is being made pursuant to the Company's shelf registration
statement on Form S-3 (No. 333-249060) filed with the Securities and Exchange
Commission ("SEC") under the Securities Act of 1933, as amended (the "Securities
Act"), and declared effective by the SEC on March 4, 2021. The material terms of
the Offering are described in the prospectus supplement dated March 4, 2021, to
the registration statement.
The Offering is expected to close on March 8, 2021, subject to the satisfaction
of the closing conditions set forth in the Underwriting Agreement. Under the
Underwriting Agreement, the Company has also agreed to indemnify the Underwriter
against certain liabilities, or to contribute to payments that the Underwriter
may be required to make in respect of those liabilities. The foregoing
description of the Underwriting Agreement does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, the Underwriting
Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and
incorporated by reference herein. A copy of the opinion of Kramer Levin Naftalis
& Frankel LLP relating to the legality of the issuance of the shares in the
Offering is attached to this Current Report on Form 8-K as Exhibit 5.1 and is
incorporated by reference into the registration statement.
Item 7.01. Regulation FD Disclosure
A copy of the press release announcing the pricing of the Offering is attached
hereto as Exhibit 99.1, which is incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, such press releases
shall not be deemed "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall such information and exhibits be
deemed incorporated by reference into any filing under the Securities Act or the
Exchange Act unless specifically identified therein as being incorporated
therein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
Exhibit No. Description
1.1 Underwriting Agreement, dated as of March 4, 2021
5.1 Opinion of Kramer Levin Naftalis & Frankel LLP with respect to the
validity of the shares
23.1 Consent of Kramer Levin Naftalis & Frankel LLP (included in Exhibit
5.1)
99.1 Press Release of A-Mark Precious Metals, Inc., dated March 4, 2021
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