Item 1.01. Entry into a Material Definitive Agreement.
On January 8, 2021, The Peck Company Holdings, Inc. (the "Company") entered into
a Securities Purchase Agreement (the "Purchase Agreement") with two
institutional investors providing for the issuance and sale by the Company of an
aggregate 840,000 shares of its common stock (the "Shares") in a registered
direct offering (the "Registered Offering"), at a purchase price of $12.50 per
Share for gross proceeds of approximately $10.5 million before deducting the
placement agent's fees and related offering expenses. The Purchase Agreement
contains customary representations, warranties and agreements by the Company,
customary conditions to closing, indemnification obligations of the Company,
other obligations of the parties and termination provisions. The closing of the
Registered Offering is expected to occur on or about January 12, 2021, subject
to the satisfaction of customary closing conditions. The Company also agreed not
to issue any shares of its common stock or common stock equivalents for a period
of 90 days from the closing of the Registered Offering.
A.G.P./Alliance Global Partners ("AGP") acted as the exclusive placement agent
for the Registered Offering under a Placement Agent Agreement, dated January 8,
2021, between AGP and the Company (the "Placement Agent Agreement"). Pursuant
to the terms of the Placement Agency Agreement, the Placement Agent agreed to
use its reasonable best efforts to arrange for the sale of the Company's common
stock. The Company will pay the Placement Agent a cash fee equal to 7.0% of the
gross proceeds generated from the sale of the Shares and reimburse up to $40,000
in legal expenses, as well as of out of pocket expenses of the Placement Agent
in connection with marketing the transaction.
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. Pursuant to both the Purchase Agreement and the
Placement Agreement, the Company also agreed not to issue any shares of its
common stock or common stock equivalents for a period of 90 days from the
closing of the Registered Offering.
The Company estimates that the net proceeds from the Registered Offering will be
$9,685,000, after deducting offering expenses and the placement agent fee
payable to AGP. The Company intends to use the net proceeds from the Registered
Offering for general corporate purposes.
The Shares are being offered by the Company pursuant to a shelf Registration
Statement on Form S-3 (File No. 333-251154) (the "Registration Statement"),
which was declared effective on December 11, 2020 by the Securities and Exchange
Commission ("SEC"), as supplemented by a prospectus supplement, dated January 8,
2021.
Attached as Exhibit 5.1 is the opinion of Merritt & Merritt relating to the
legality of the issuance and sale of the Shares.
The foregoing summaries of the Placement Agent Agreement and the Purchase
Agreement do not purport to be complete and are qualified in their entirety by
reference to the definitive transaction documents, copies of which are filed as
Exhibit 1.1 and Exhibit 10.1, respectively, to this Current Report.
On January 8, 2021 and January 12, 2021, the Company issued press releases
announcing the pricing and closing of the Registered Offering. Copies of the
press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2,
respectively, and are incorporated herein by reference. The Company is filing
the opinion of its counsel, Merritt & Merritt, as Exhibit 5.1 hereto, regarding
the legality of the Shares covered by the Purchase Agreement.
This Current Report contains forward-looking statement that involve risks and
uncertainties, such as statements related to the anticipated closing of the
offering and the amount of net proceeds expected from the offering. The risks
and uncertainties involved include the Company's ability to satisfy certain
conditions to closing on a timely basis or at all, as well as other risks
detailed from time to time in the Company's SEC filings.
Item 8.01. Other Events.
On December 4, 2020, the Company entered into a Sales Agreement with Sales
Agreement ("Sales Agreement") with AGP, which provided for the issuance and sale
of our common stock from time to time (the "Offering Program"). As of the date
of this report, the Company has not sold any shares of common stock in the
Offering Program.
On December 4, 2020, the Company filed the Registration Statement, which
included a prospectus, dated December 4, 2020, relating to the Offering Program
(the "Original Prospectus"). The Original Prospectus provided for the issuance
and sale of up to $6,900,000 shares of common stock in the Offering Program. On
January 8, 2021, the Company entered into an amendment to the Sales Agreement
(the "Amendment"), which provided for a maximum aggregate offering price of up
to $915,000 in the Offering Program.
A copy of the Amendment is attached hereto as Exhibit 10.2 and is incorporated
herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
1.1 Placement Agent Agreement, dated January 8, 2021, between The Peck
Company Holdings, Inc. and A.G.P./Alliance Global Partners
(incorporated by reference to Exhibit 1.1 to Peck's 8-K filed with
the Commission on January 12, 2021)
5.1 Opinion of Merritt & Merritt
10.1 Form of Securities Purchase Agreement, dated January 8, 2021,
between The Peck Company Holdings, Inc. and certain investors
(incorporated by reference to Exhibit 10.1 to Peck's 8-K filed with
the Commission on January 12, 2021)
10.2 Amendment to Sales Agreement, dated December 4, 2020, between The
Peck Company Holdings, Inc. and A.G.P./Alliance Global Partners
(incorporated by reference to Exhibit 10.2 to Peck's 8-K filed with
the Commission on January 12, 2021)
23.1 Consent of Merritt & Merritt (included in Exhibit 5.1)
99.1 Press Release, dated January 8, 2021 (incorporated by reference to
Exhibit 99.1 to Peck's 8-K filed with the Commission on January 12,
2021)
99.2 Press Release, dated January 12, 2021 (incorporated by reference to
Exhibit 99.2 to Peck's 8-K filed with the Commission on January 12,
2021)
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