Item 1.01. Entry into a Material Definitive Agreement. Underwritten Public Offering of Common Stock and Pre-Funded Warrants

Underwriting Agreement

On July 29, 2021, Infrastructure and Energy Alternatives, Inc. (the "Company," "we," "us," or "our") entered into an underwriting agreement (the "Underwriting Agreement") with Guggenheim Securities, LLC as representative of the several underwriters party to the Underwriting Agreement (collectively, the "Underwriters"), relating to the issuance and sale in an underwritten public offering (the "Offering") by the Company of (i) 8,161,502 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a public offering price of $11.00 per share, and (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 7,747,589 shares of Common Stock at a public offering price of $10.9999 per Pre-Funded Warrant for total proceeds of approximately $175 million (before underwriting discounts and estimated offering expenses). We have granted the Underwriters an option for a period of 30 days to purchase an additional 2,386,364 shares of Common Stock. The number of shares of Common Stock subject to the Underwriters' option equals 15% of the total number of shares of Common Stock sold plus the shares of Common Stock underlying the Pre-Funded Warrants sold in the Offering. If the Underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $4.6 million, and the total proceeds to us, before expenses, will be approximately $196.4 million.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the "Securities Act"), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for the 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.

In addition, pursuant to the terms of the Underwriting Agreement, the Company and its executive officers and directors have entered into agreements providing that the Company and each of these persons may not, without the prior written approval of the Underwriters, subject to limited exceptions, offer, sell, transfer or otherwise dispose of the Company's securities for a period of 90 days following the date of the final Prospectus Supplement (as defined below) filed by the Company with the Securities and Exchange Commission (the "SEC") in connection with the Offering.

The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by this reference wherein as if set forth in full.

Guggenheim Securities, LLC is acting as book-running manager and representative of the Underwriters in the Offering. BMO Capital Markets Corp., CIBC World Markets Corp. and Fifth Third Securities, Inc. are acting as joint book-runners for the Offering. D.A. Davidson & Co. and Thompson Davis are acting as co-managers for the Offering.

The Offering

The shares of Common Stock and Pre-Funded Warrants are being issued and sold pursuant to an effective registration statement on Form S-3 (Registration No. 333-251148) (the "Registration Statement") and a prospectus supplement filed with the SEC on July 30, 2021 (the "Prospectus Supplement").

The Offering is expected to close on August 2, 2021, subject to the satisfaction of customary closing conditions. The net proceeds to the Company from the Offering are expected to be approximately $171.7 million after deducting the underwriting discounts and estimated offering expenses. The Company intends to use all of the net proceeds from the Offering (after underwriting discounts and offering expenses) to partially repurchase its Series B Preferred Stock and pay the associated redemption premium as described in the Prospectus Supplement.

Form of Pre-Funded Warrant

The Pre-Funded Warrants were offered to the public at $10.9999 per Pre-Funded Warrant and have an exercise price of $0.0001 per share, which is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock and also upon any distributions of assets, including cash, stock or other property to the Company's shareholders. Each Pre-Funded Warrant is exercisable at any time and from time to time after issuance; provided, however, the Pre-Funded Warrants may not be exercised by the holder to the extent that the holder, together with its affiliates that report together as a group under the beneficial ownership rules, would beneficially own, after such exercise more than 32% (or, at the election of the holder, 9.99%) of our issued and outstanding shares of Common

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Stock. Furthermore, the Pre-Funded Warrants restrict the ability to be exercised if the exercise of such Pre-Funded Warrants would result in a required filing under the Hart-Scott-Rodino Antitrust Improvements Act (the "HSR Act") until such time as we and the exercising party have received clearance under the HSR Act. The Pre-Funded Warrants do not expire. In the event of certain corporate transactions, the holders of the Pre-Funded Warrants will be entitled to receive, upon exercise of the Pre-Funded Warrants, the kind and amount of securities, cash or other property that the holders would have received had they exercised the Pre-Funded Warrants immediately prior to such transaction.

In addition, if any fundamental transaction is approved by a stockholder vote with a margin such that the transaction would not have been approved had all of the Pre-Funded Warrants been converted into shares of Common Stock as of the applicable record date for such vote and voted against such fundamental transaction, then we may not consummate such fundamental transaction without a prior written approval of holders of the Pre-Funded Warrants corresponding to a number of such shares of Common Stock that, if voted in favor of such fundamental transaction would have resulted in approval of such fundamental transaction if the remainder of such as converted shares of Common Stock had been voted against such fundamental transaction.

The holder of a Pre-Funded Warrant does not have the rights or privileges of a holder of our Common Stock with respect to the shares underlying such warrants, including any voting rights, until the holder exercises the Pre-Funded Warrant except for the following rights:



•the right to participate in any distributions of assets, including cash, stock
or other property to our stockholders;
•the right to participate in any rights granted to stockholders to purchase
capital stock or other property; and
•certain consent rights with respect to fundamental transactions as described
above.

The foregoing summary of the Pre-Funded Warrants does not purport to be complete . . .

Item 3.03. Material Modification to Rights of Security Holders.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

Item 8.01 Other Events.

On July 28, 2021, we issued a press release announcing the launch of the Offering and our planned use of the net proceeds. Such press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein as if set forth in full.

On July 29, 2021, we issued a press release announcing the pricing of the Offering. Such press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein as if set forth in full.

Cautionary Note Regarding Forward-Looking Statements

Except for historical and factual information, the matters set forth in this Current Report on Form 8-K identified by words such as "will," "should," "expects," "anticipates," "believes," "plans," "intends," and similar expressions are forward-looking statements as defined by the federal securities laws, and are subject to the "safe harbor" protections thereunder. These forward-looking statements are not guarantees of future results and are based on current expectations only, and are subject to various uncertainties. Actual events and results may differ materially from those anticipated by us in those statements for several reasons, including those discussed in our filings made with the Commission. We may change our intentions or plans discussed in our forward-looking statements without notice at any time and for any reason.

Item 9.01. Financial Statements and Exhibits



(d) Exhibits

Exhibit No.               Description
                            Underwriting Agreement by and among Infrastructure and Energy
1.1                       Alternatives, Inc and the Underwriters, dated as of July 29, 2021
4.1                         Form of Pre-Funded Warrant
5.1                         Opinion of Jones Walker LLP
                            Consent of Jones Walker LLP (included in its opinion filed as Exhibit
23.1                      5.1)
                            Press Release dated July 28, 2021 announcing the launch of the
99.1                      Offering
                            Press Release dated July 29, 2021 announcing the pricing of the
99.2                      Offering
104                       Cover Page Interactive Data File (embedded within Inline XBRL document)

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