Item 8.01 Other Events.
On August 20, 2021, MediaCo Holding Inc. (the "Company") (the "Company") entered
into an At Market Issuance Sales Agreement (the "Sales Agreement") with B. Riley
Securities, Inc. ("B. Riley"), pursuant to which the Company may offer and sell,
from time to time through or to B. Riley, as agent or principal, shares of the
Company's Class A Common Stock, $0.01 par value per share (the "Common Stock"),
having an aggregate offering price of up to $12,475,000 (the "Shares").
Under the Sales Agreement, B. Riley may sell the Shares by any method permitted
by law and deemed to be an "at the market offering" as defined in Rule 415
promulgated under the Securities Act of 1933, as amended. The Company may
instruct B. Riley not to sell Shares if the sales cannot be effected at or above
the price designated by the Company from time to time.
The Company is not obligated to make any sales of the Shares under the Sales
Agreement. This offering of Shares pursuant to the Sales Agreement will
terminate upon the earlier of (a) the sale of all of the Shares subject to the
Sales Agreement or (b) the termination of the Sales Agreement by B. Riley or the
Company, as permitted therein.
The Company will pay B. Riley a commission rate equal to 3.0% of the aggregate
gross proceeds from each sale of Shares and have agreed to provide B. Riley with
customary indemnification and contribution rights. The Company will also
reimburse B. Riley for certain specified expenses in connection with entering
into the Sales Agreement.
The foregoing description of the Sales Agreement is not complete and is
qualified in its entirety by reference to the full text of such agreement, a
copy of which is filed herewith as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference. The opinion of the Company's
Indiana counsel regarding the validity of the Shares that will be issued
pursuant to the Sales Agreement is also filed herewith as Exhibit 5.1.
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.
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