Item 1.01. Entry into a Material Definitive Agreement.
On March 25, 2020, Astrotech Corporation, a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Registered Offering”), 354,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an offering price of $5.00 per share.
The Registered Offering resulted in gross proceeds of approximately $1.77 million before deducting the placement agent’s fees and related offering expenses. The Shares were offered by the Company pursuant to a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-226060), which was initially filed with the Securities and Exchange Commission (the “Commission”) on July 3, 2018, and was declared effective on August 20, 2018. The Registered Offering is expected to close on or about March 26, 2020, subject to the satisfaction of customary closing conditions.
The Purchase Agreement also contains customary conditions to closing, representations and warranties of the Company, and termination rights of the parties, as well as certain indemnification obligations of the Company and ongoing covenants for the Company, including a prohibition on the Company conducting certain variable rate transactions for a period of one year from the closing of the Offering, subject to certain exceptions.
Placement Agent’s Fees and Expenses
Pursuant to an engagement agreement, dated March 20, 2020, the Company engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) to act as the Company’s exclusive placement agent in connection with the Registered Offering. The Company has agreed to pay the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds raised in the Registered Offering, a management fee of $17,700 (equal to 1.0% of the aggregate gross proceeds raised in the Registered Offering), a $50,000 non-accountable expense allowance and clearing expenses in the amount of $12,900.
The Company will also issue to the Placement Agent, or its designees, warrants (the “Placement Agent’s Warrants”) to purchase up to 24,780 shares of Common Stock, which represents 7.0% of the Shares sold in the Registered Offering. The Placement Agent’s Warrants have an exercise price of $6.25 per share, which represents 125% of the per share offering price of the Shares and a termination date of March 25, 2025. The Placement Agent Warrants and the shares of Common Stock underlying the Placement Agent Warrants have not been registered under the Securities Act and have been issued in reliance on an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) thereof. The Placement Agent Warrants and the shares of the Company’s Common Stock underlying the Placement Agent Warrants may not be offered or sold in the United States in the absence of an effective registration statement or exemption from applicable registration requirements.
The foregoing summaries of the Purchase Agreement and the Placement Agent Warrants do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K (the “Report”), and which are incorporated herein in their entirety by reference.
The Company is filing the opinion of its counsel, Sheppard, Mullin, Richter & Hampton LLP, relating to the legality of the issuance and sale of the Shares, as Exhibit 5.1 hereto and is incorporated by reference.
This Report does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 1.02. Termination of a Material Definitive Agreement.
On November 8, 2018, the Company entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with B. Riley FBR, Inc. (“B Riley”) to sell shares of Common Stock with aggregate gross sales proceeds of up to approximately $6.6 million, from time to time, through an at the market offering (the “ATM”) with B Riley as a sales agent. On March 25, 2020, the Company and B Riley terminated the ATM Agreement because the Company does not intend to raise additional capital through the ATM. No additional shares of the Company’s common stock will be sold pursuant to the ATM Agreement. The Company will not incur any termination penalties as a result of its termination of the ATM Agreement. Between November 9, 2018, the date of the ATM Agreement, and March 25, 2020, we sold 793,668 shares of Common Stock pursuant to the ATM Agreement.