8-K 1 a8-kcompletionofrightsoffe.htm 8-K COMPLETION OF RIGHTS OFFERING Document


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): March 3, 2020

Infrastructure and Energy Alternatives, Inc.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
 
001-37796
 
47-4787177
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
6325 Digital Way
Suite 460
Indianapolis, Indiana
 
46278
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (765) 828-2580
 
None.
(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbols(s)
 
Name of exchange on which registered
Common Stock, $0.0001 par value
 
IEA
 
The NASDAQ Stock Market LLC

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 (see General Instruction A.2. below):
 
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
 
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  ¨
 
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.   ¨





Item 8.01. Other Events.

On March, 3, 2020, the Company issued a press release announcing the results of its previously announced rights offering (the “Rights Offering”). The Rights Offering was conducted pursuant to the Company’s effective registration statement on Form S-1, as amended (Registration Statement No. 333-235280), previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”). The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

On March 3, 2020, in connection with the settlement of the Rights Offering, the Company entered into a Warrant Agreement with Continental Stock Transfer & Trust Company. A copy of the Warrant Agreement is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

On March 4, 2020, the subscriptions were settled, and the Company issued an aggregate of 350 shares of Series B-3 Preferred Stock and 12,029 warrants, with each warrant exercisable for one share of common stock at an exercise price of $0.0001 per share, resulting in proceeds to the Company of approximately $350,000.00, prior to deducting expenses relating to the Rights Offering, and excluding any proceeds received upon exercise of any warrants.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits






SIGNATURE
 
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.
 
Dated: March 4, 2020
 
 
 
 
INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.
 
 
 
By:
/s/ Gil Melman
 
Name: Gil Melman
 
Title:   Vice President, General Counsel and Corporate Secretary