Item 1.01. Entry into a Material Definitive Agreement.
Registered Direct Offering
On
EF Hutton, division of
The Placement Agency Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The Registered Offering is being made pursuant to a Registration Statement (No.
333-239608) on Form S-3, which was filed by the Company with the
The closing of the Registered Offering is expected to occur on or about
The Placement Agency Agreement and Purchase Agreement are filed as Exhibits 1.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The above descriptions of the terms of the Placement Agency Agreement and Purchase Agreement are qualified in their entirety by reference to such exhibits.
Item 8.01 Other Events
The Company issued a press release announcing the Registered Offering on
Cautionary Note Regarding Forward-Looking Statements
The information contained in this Current Report on Form 8-K and the exhibits
attached hereto contain "forward-looking" statements within the meaning of the
Private Securities Litigation Reform Act of 1995. The words "intend," "may,"
"should," "would," "expect," "plan," "anticipate," "believe," "estimate,"
"predict," "potential" or "continue" or the negative of these terms or other
comparable terminology are intended to identify forward-looking statements,
although not all forward-looking statements contain these identifying words. The
closing of the Offering is subject to the satisfaction of customary closing
conditions and there is no assurance that the Company will satisfy those
conditions. While the Company believes its plans, intentions, and expectations
reflected in those forward-looking statements are reasonable, these plans,
intentions, or expectations may not be achieved. The Company's actual results,
performance, or achievements could differ materially from those contemplated,
expressed, or implied by the forward-looking statements. For information about
the factors that could cause such differences, please refer to the Company's
filings with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are included with this Current Report on Form 8-K:
Exhibit No. Description 1.1 Placement Agency Agreement datedOctober 12, 2021 , betweenSuperior Drilling Products, Inc. and EF Hutton, division ofBenchmark Investments, LLC . 5.1 Opinion ofSnell & Wilmer L.L.P. 10.1 Share Purchase Agreement datedOctober 14, 2021 , betweenSuperior Drilling Products, Inc. and the purchasers identified on the signature pages thereto 23.1 Consent ofSnell & Wilmer L.L.P (included in Exhibit 5.1) 99.1 Press Release datedOctober 14, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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