Item 8.01 Other Events.

On March 5, 2020, RGC Resources, Inc. (the "Company") entered into an At Market Issuance Sales Agreement (the "Sales Agreement") with Janney Montgomery Scott LLC (the "Agent") pursuant to which the Agent will act as the Company's sales agent with respect to offerings from time to time of up to $15,000,000 aggregate offering amount of the Company's common stock, par value $5.00 per share (the "Shares"). Sales of the Shares, if any, will be made by any method permitted by law and deemed to be an "at the market" offering as defined in Rule 415 under the Securities Act of 1933, as amended, including, but not limited to, sales made directly on or through the NASDAQ Global Market or sales made to or through a market maker or through an electronic communications network. The obligations of the Agent under the Sales Agreement are subject to a number of customary conditions. The Sales Agreement includes customary representations, warranties and covenants of the Company, as well as customary indemnification and contribution provisions.

Any Shares sold will be issued pursuant to the Registration Statement on Form S-3 (File No. 333-236275) filed by the Company with the Securities and Exchange Commission on February 5, 2020, which was declared effective on February 14, 2020, and the related prospectus and one or more prospectus supplements.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K.

On March 5, 2020, the Company issued a press release announcing the establishment of the "at the market" common stock program described above. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






Exhibits

1.1             At Market Issuance Sales Agreement, dated March 5, 2020, between
              RGC Resources, Inc. and Janney Montgomery Scott LLC, as agent.*

5.1             Opinion of McGuireWoods LLP.*

23.1            Consent of McGuireWoods LLP (included in Exhibit 5.1).

99.1            Press Release, dated March 5, 2020, issued by RGC Resources, Inc.*





* Filed herewith.

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