Independence Contract Drilling : Equity Distribution Agreement (Form 8-K)

Entry into a Material Definitive Agreement

On August 19, 2021, Independence Contract Drilling, Inc. (the 'Company') entered into an amended and restated equity distribution agreement (the 'Agreement') with Piper Sandler & Co. and Johnson Rice & Company L.L.C. (the 'Agents'), which amended and restated the original equity distribution, entered into by the Company and Piper Sandler & Co. on June 5, 2020. Pursuant to the Agreement, the Company from time to time may offer and sell through the Agents shares of its common stock, par value $0.01 per share, having an aggregate offering price of up to a maximum amount specified therein (the 'Shares'). Pursuant to General Instruction I.B.6 to a Registration Statement on Form S-3, the Company may sell shares at this time, and the board of directors has authorized the sale of an additional $7.5 million in shares of its common stock. Sales of the Shares, if any, under the Agreement may be made in any transactions that are deemed to be 'at the market offerings' as defined in Rule 415 under the Securities Act of 1933, as amended (the 'Securities Act').

The Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Agents, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.

The Shares to be sold under the Agreement, if any, will be issued and sold pursuant to the Company's shelf registration statement on Form S-3 (File No 333-258534), which was declared effective by the Securities and Exchange Commission on August 18, 2021, and a prospectus supplement thereto. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares nor shall there be any sale of the Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to complete text of the Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K. A legal opinion related to the issuance and sale of the Shares is filed herewith as Exhibit 5.1.

Financial Statements and Exhibits

(d)

Exhibits

Exhibit Number		Description
1.1	Amended and Restated Equity Distribution Agreement, dated August 19, 2021, among Independence Contract Drilling, Inc., Piper Sandler & Co. and Johnson Rice & Company L.L.C.
5.1	Legal Opinion of Sidley Austin LLP
23.1	Consent of Sidley Austin LLP (included in Exhibit 5.1)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)