TELLURIAN INC. Item 1.01 Entry Into a Material Definitive Agreement.
On
Under the Distribution Agreement, the Company will set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one trading day, and any minimum price below which sales may not be made.
Subject to the terms and conditions of the Distribution Agreement, Raymond James and T.R. Winston may sell the shares by any method permitted by law deemed to be an "at the market" offering as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), including sales made directly on the Nasdaq Capital Market, on any other existing trading market for the shares, or to or through a market maker. Raymond James and T.R. Winston may also sell the shares by other methods permitted by law, including in a privately negotiated transaction with the prior consent of the Company.
The Distribution Agreement provides that each of Raymond James and T.R. Winston will be entitled to compensation at a fixed commission rate equal to 3.0% of the gross sales price per share sold through it as the Company's agent under the Distribution Agreement.
The Company has no obligation to sell any shares under the Distribution Agreement, and the Company or each of Raymond James and T.R. Winston may suspend the Offering subject to certain conditions. The Company has agreed in the Distribution Agreement to provide indemnification and contribution to each of Raymond James and T.R. Winston against certain liabilities, including liabilities under the Securities Act.
The shares will be issued pursuant to the Company's shelf registration statement
on Form S-3ASR (File No. 333-235793) filed on
The foregoing description of the Distribution Agreement is not complete and is
qualified in its entirety by reference to the full text of the Distribution
Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on
Form 8-K and is incorporated herein by reference. The legal opinion of
The representations, warranties and covenants contained in the Distribution Agreement were made solely for purposes of the agreement and as of a specific date, were solely for the benefit of the parties to the agreement and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
1.1 Distribution Agency Agreement, dated as of May 5, 2021 , among
Tellurian Inc. , Raymond James & Associates, Inc. and T.R. Winston &
Company, LLC
5.1 Opinion of Davis Graham & Stubbs LLP
23.1 Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1)
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document (included as Exhibit 101)
2© Edgar Online, source
