Item 1.01. Entry into a Material Definitive Agreement.
Equity Distribution Agreement
On
Any sales of Shares pursuant to the Agreement will be made under the Company's
effective "shelf" registration statement (the "Registration Statement") on Form
S-3 (File No. 333-264230), as supplemented by a prospectus supplement dated
Under the Agreement, the Company may sell Shares through the Sales Agent by any method permitted by law that is deemed to be an "at the market offering" as defined in Rule 415 under the Securities Act of 1933, as amended.
Each time the Company wishes to issue and sell Shares under the Agreement, it
will notify the Sales Agent of the number of Shares to be issued, the time
period during which such sales are requested to be made, any limitation on the
number of Shares to be sold in any one day and any minimum price below which
sales may not be made. Pursuant to the terms of the Agreement, the Company has
agreed that once the Sales Agent has notified the Company that it accepts such
instructions, or the Company has accepted the Sales Agent's proposed
modification(s) of such instructions (and the Sales Agent has received such
acceptance), the Sales Agent will use its commercially reasonable efforts
consistent with its normal trading practice and sales practices to sell such
Shares up to the amount specified on such terms. The obligations of the Sales
Agent under the Agreement to sell Shares are subject to a number of conditions
that the Company must meet. The offering of the Shares pursuant to the Agreement
will terminate upon the sale of Shares in an aggregate offering amount equal to
The Company will pay a commission to the Sales Agent of up to 3.0% of the gross offering proceeds of the Shares sold pursuant to the Agreement and will pay the Sales Agent all expenses incident to the performance of its obligations under the Agreement. The Company has also provided the Sales Agent with customary indemnification and contribution rights. The Company is not obligated to make any sales of Shares under the Agreement.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the 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 Agreement is also incorporated by reference into the Registration Statement.
A copy of the opinion of
The above disclosure 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 any such state.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description Equity Distribution Agreement, dated as of December 16, 2022 , by 1.1 * and between Stabilis Solutions, Inc. and Johnson Rice & Company LLC 5.1 * Opinion of Joel Bernstein, attorney at law 23.1 * Consent of Joel Bernstein, attorney at law (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith.
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