UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
On October 16, 2020, TransAct Technologies Incorporated (“TransAct”) closed its previously announced underwritten public offering (the “Offering”). TransAct sold an aggregate of 1,380,000 shares of common stock, $.01 par value per share (the “Shares”), in the Offering, including 180,000 Shares sold as a result of the exercise in full of the overallotment option (the “Overallotment Option”) granted to the Underwriters (as defined below), at a public offering price of $7.10 per Share. The Shares were issued and sold pursuant to an underwriting agreement, dated October 14, 2020 (the “Underwriting Agreement”) between TransAct and Roth Capital Partners, LLC, as representative of the several underwriters named therein (the “Underwriters”). Pursuant to the Underwriting Agreement, the Shares are being sold to the Underwriters at a discount of 6% to the public offering price, and TransAct has agreed to reimburse the Underwriters for certain fees and expenses. The anticipated net proceeds of approximately $8.7 million from the Offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by TransAct, are expected to be used for working capital and other general corporate purposes, which may include funding the further development of TransAct’s food service technology business and related sales, marketing and product development efforts, technology improvements and personnel costs in support of TransAct’s growth strategy.
The Underwriting Agreement included customary representations, warranties and covenants of the parties, and customary conditions to closing, obligations of the parties and termination provisions. Additionally, under the terms of the Underwriting Agreement, TransAct has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriter may be required to make in respect of these liabilities.
The Offering was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-248055) filed with the Securities and Exchange Commission (the “SEC”) on August 17, 2020 and declared effective on August 21, 2020. A final prospectus supplement and accompanying base prospectus relating to the Offering were filed with the SEC on October 14, 2020.
A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. A copy of the legal opinion of Day Pitney LLP relating to the legality of the Shares is filed herewith as Exhibit 5.1.
| Item 8.01 | Other Events. |
On October 14, 2020, TransAct issued a press release announcing the pricing of the Offering. The press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
On October 16, 2020, TransAct issued a press release announcing the completion of the Offering and the full exercise of the Overallotment Option. The press release is filed herewith as Exhibit 99.2 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 1.1 | Underwriting Agreement between TransAct Technologies Incorporated and Roth Capital Partners, LLC, as representative, dated October 14, 2020 |
| 5.1 | Opinion of Day Pitney LLP |
| 23.1 | Consent of Day Pitney LLP (included in Exhibit 5.1) |
| 99.1 | Press Release dated October 14, 2020 regarding pricing of public offering |
| 99.2 | Press Release dated October 16, 2020 regarding completion of public offering |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| TRANSACT TECHNOLOGIES INCORPORATED | |||
| By: | /s/ Steven A. DeMartino | ||
| Steven A. DeMartino | |||
| President, Chief Financial Officer, Treasurer and Secretary | |||
Date: October 16, 2020