UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 16, 2023 (
(Exact name of registrant as specified in its charter)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 1.01 Entry into a Material Definitive Agreement.
On March 14, 2023, Ormat Technologies, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, as the sole underwriter (the “Underwriter”), in connection with a public offering (the “Offering”), pursuant to which the Company agreed to issue and sell 3,600,000 shares (the “Base Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and the Underwriter agreed to purchase the Base Shares at a price of $82.60 per share. In addition, the Company granted the Underwriter a 30-day option to purchase up to an additional 540,000 shares of Common Stock (the “Optional Shares” and, together with the Base Shares, the “Shares”) at the same price per share as the Base Shares. The Offering is expected to close on or about March 16, 2023, subject to customary closing conditions.
The estimated net proceeds from the Offering will be approximately $297.1 million, or approximately $341.7 million if the Underwriter exercises in full its option to purchase the Optional Shares, after deducting underwriting discounts and estimated offering expenses.
The Offering is being made pursuant to the Company’s automatically effective shelf registration statement on Form S-3 (Registration No. 333-250110), which was previously filed on November 16, 2020 with the Securities and Exchange Commission (the “SEC”), and a prospectus supplement, dated March 14, 2023, and accompanying prospectus, dated November 16, 2020.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing, obligations of the parties and termination provisions. Additionally, the Company has agreed to indemnify the Underwriter 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 because of any of those liabilities.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
A copy of the opinion of White & Case LLP relating to the legality of the Shares is filed herewith as Exhibit 5.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated March 14, 2023, between Ormat Technologies, Inc. and Goldman Sachs & Co. LLC, as the sole underwriter. | |
| 5.1 | Opinion of White & Case LLP. | |
| 23.1 | Consent of White & Case LLP (included in Exhibit 5.1). | |
| 104 | Cover page interactive data file (embedded within the Inline XBRL document). |
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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.
| ORMAT TECHNOLOGIES, INC. | |||
| Date: March 16, 2023 | By: | /s/ Doron Blachar | |
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Name: |
Doron Blachar
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| Title: | Chief Executive Officer | ||
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