| Item 1.01. | Entry into a Material Definitive Agreement |
On September 11, 2020, The ExOne Company (the “Company”) entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Canaccord Genuity LLC (“Canaccord”). Pursuant to the Equity Distribution Agreement, the Company may from time to time issue and sell to or through Canaccord, acting as the Company’s sales agent and/or principal, shares of the Company’s common stock, par value $0.01 per share (the “Shares”) having an aggregate offering price of up to $25,000,000. Sales of the Shares, if any, will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or, if expressly authorized by the Company, in privately negotiated transactions. As sales agent, Canaccord will offer the Company’s common stock at prevailing market prices and will use its commercially reasonable efforts, consistent with its sales and trading practices, to sell on the Company’s behalf all of the Shares requested to be sold by the Company, subject to the terms and conditions of the Equity Distribution Agreement.
The Shares will be sold and issued pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-223690), which was previously declared effective by the Securities and Exchange Commission on April 23, 2018, the base prospectus contained therein, and a prospectus supplement related to the offering of Shares dated September 11, 2020.
The Company or Canaccord may suspend the offering of the Shares upon proper notice to the other party. The offering of the Shares pursuant to the Equity Distribution Agreement will terminate upon the sale of Shares in an aggregate offering amount equal to $25,000,000, or sooner if either the Company or Canaccord terminate the Equity Distribution Agreement as permitted by its terms.
The Company will pay Canaccord a commission equal to 3.0% of the gross proceeds from the sale of the Shares sold pursuant to the Equity Distribution Agreement and will reimburse Canaccord for certain expenses incurred in connection with its services under the Equity Distribution Agreement, including up to $50,000 for legal expenses in connection with the establishment of the at-the-market offering, and $3,000 on a quarterly basis thereafter. The foregoing rate of compensation will not apply when Canaccord acts as principal, in which case the Company may sell the Shares to Canaccord as principal at a price agreed upon among the parties.
The Company made certain customary representations, warranties and covenants in the Equity Distribution Agreement concerning the Company and its subsidiaries and the Registration Statement, prospectus, prospectus supplement and other documents and filings relating to the offering of the Shares. In addition, the Company has provided Canaccord with customary indemnification rights, including liabilities under the Securities Act.
The foregoing description of the Equity Distribution Agreement is qualified in its entirety by reference to that agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K, including the exhibits filed herewith, shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
The Company is filing as Exhibit 5.1 to this Current Report on Form 8-K the legal opinion of McGuireWoods LLP with respect to the validity of the Shares.
As previously reported, the Company’s Board of Directors (the “Board”) determined to reduce by 20% the cash portion of their director fees for at least the second quarter of fiscal year 2020. On September 10, 2020, the Board determined to reinstate the cash portion of their director fees to the full amount beginning with the third quarter of fiscal year 2020.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
