Current Report Filing (8-k)
May 06 2019 - 5:00PM
Edgar (US Regulatory)
_________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 6, 2019
ANDOVER NATIONAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware
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000-55882
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83-2216345
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(State of Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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333 Avenue of the Americas, Suite 2000
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Miami, FL
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33131-2185
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (786) 871-3333
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Securities registered under Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Not Applicable
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Not Applicable
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Not Applicable
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Item 1.01
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Entry into a Material Definitive Agreement
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As previously disclosed in a Current Report
on Form 8-K filed by A
ndover National Corporation (the “Company”)
with
the Securities and Exchange Commission (the “SEC”) on April 1, 2019, the Company
entered
into subscription agreements (the “Subscription Agreements”) with certain
accredited investors (the “Investors”),
pursuant to which the Company, in a private placement (the “Private Placement”), issued and sold to the Investors an
aggregate of 924,600 shares (the “Shares”) of its Class A Common Stock, par value $0.001 per share, at an offering
price of $10.00 per Share, for gross proceeds to the Company of $9,246,000.
On May 6, 2019, the Company entered into Subscription
Agreements with nine additional Investors, and issued and sold an aggregate of 202,500 Shares to the Investors, for total gross
proceeds to the Company of $2,025,000. As of the date of this Current Report on Form 8-K, the Company has issued an aggregate of
1,127,100 Shares, for total gross proceeds to the Company of approximately $11,271,000 in connection with the Private Placement.
The Shares
issued and sold pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any state securities laws and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements. The Shares were issued in reliance upon the exemptions from registration
under the Securities Act provided by Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder. The Investors are “accredited
investors” as that term is defined in Rule 501 of Regulation D and acquired the Shares for investment only and not with a
present view toward, or for resale in connection with, the public sale or distribution thereof.
This Current Report on Form 8-K shall not constitute
an offer to sell or the solicitation of an offer to buy any securities of the Company.
The foregoing description of the Subscription
Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Form of Subscription
Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
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Item 3.02
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Unregistered Sales of Equity Securities
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The information
set forth in Item 1.01 above is incorporated by reference into this Item 3.02.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
The following exhibits are included with this Current Report on
Form 8-K
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ANDOVER NATIONAL CORPORATION
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Date: May 6, 2019
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By:
/s/ Jeffrey C. Piermont
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Name: Jeffrey C. Piermont
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Title: President and Chief Operating Officer
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