eng_8k
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) January 29, 2021
ENGlobal Corporation
(Exact
name of registrant as specified in its charter)
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Nevada
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001-14217
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88-0322261
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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654 N. Sam Houston Parkway E., Suite 400,
Houston, Texas
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77060-5914
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 281-878-1000
(Former
name or former address, if changed since last report)
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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common Stock, $0.001 par value
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ENG
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The Nasdaq Stock Market LLC
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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.
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Item
1.01. Entry into a Material Definitive Agreement.
On January 29, 2021, ENGlobal Corporation (the
“Company”) filed a shelf registration statement on Form
S-3 with the U.S. Securities and Exchange Commission (the
“SEC”) (the “Registration Statement”),
pursuant to which the Company may offer and sell, at its option,
securities having an aggregate offering price of up to
$100,000,000. On the same date, the Company entered into an at
market issuance sales agreement with B. Riley Securities, Inc.
(“B. Riley”), pursuant to which the Company may offer
and sell shares of its common stock, par value $0.001 per share,
having an aggregate offering price of up to $25,000,000 (the
“Placement Shares”), to or through B. Riley, as sales
agent (the “Sales Agreement”), from time to time, in an
“at the market offering” (as defined in Rule 415(a)(4)
under the Securities Act of 1933, as amended) of the Placement
Shares (the “ATM Offering”). The Registration Statement
includes a base prospectus (the “Base Prospectus”) and
a sales agreement prospectus relating to the ATM Offering,
specifically relating to the sale of the Placement Shares under the
Sales Agreement (the “ATM Prospectus,” and collectively
with the Base Prospectus, the “Prospectus”) both of
which form part of the Registration Statement. No Placement Shares
may be sold under the Prospectus until the Registration Statement
has been declared effective by the SEC.
The Placement Shares may be sold through the ATM Prospectus by any
method permitted by law deemed to be an “at the market
offering.” Upon delivery of a placement notice (a
“Placement Notice”) by the Company and subject to the
terms and conditions of the Sales Agreement, B. Riley is required
to use its commercially reasonable efforts consistent with its
normal trading and sales practices, applicable state and federal
law, rules and regulations, and the rules of The Nasdaq Stock
Market to sell the Placement Shares from time to time based upon
the Company’s instructions, including any price, time or size
limits specified by the Company in such Placement Notice. B. Riley
is not under any obligation to purchase any of the Placement Shares
on a principal basis pursuant to the Sales Agreement, except as
otherwise agreed by B. Riley and the Company in writing and
expressly set forth in a Placement Notice. B. Riley’s
obligations to sell the Placement Shares under the Sales Agreement
are subject to satisfaction of certain conditions, including
customary closing conditions. The Company is not obligated to make
any sales of Placement Shares under the Sales Agreement and any
determination by the Company to do so will be dependent, among
other things, on market conditions and the Company’s capital
raising needs.
The Company will pay B. Riley commissions for its services in
acting as its sales agent in the sale of the Placement Shares
pursuant to the Sales Agreement. B. Riley is entitled to
compensation at a commission rate of 3.0% of the gross proceeds
from each sale of the Placement Shares on the Company’s
behalf pursuant to the Sales Agreement. The Sales Agreement
contains representations, warranties and covenants that are
customary for transactions of this type. In addition, the Company
has provided B. Riley with customary indemnification and
contribution rights. The Company has also agreed to reimburse B.
Riley for certain specified expenses, including the expenses of
counsel to B. Riley. The offering of the Placement Shares pursuant
to the Sales Agreement will terminate upon the termination of the
Sales Agreement by B. Riley or the Company, as permitted
therein.
The foregoing description of the Sales Agreement is qualified in
its entirety by reference to the full text of the Sales Agreement,
which is attached as an exhibit to the Registration Statement as
Exhibit 1.2 and is incorporated herein in its entirety by
reference.
This Current Report on Form 8-K shall not constitute an offer to
sell or the solicitation of an offer to buy any Placement Shares
under the Sales Agreement, nor shall there be any sale of such
Placement Shares 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.
The
following exhibits are included with this Current Report on Form
8-K:
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Exhibit No.
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Description
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1.1
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At
Market Issuance Sales Agreement, dated January 29, 2021, by and
between ENGlobal Corporation and B. Riley Securities, Inc.
(incorporated by reference to Exhibit 1.2 to the Company’s
Registration Statement on Form S-3 filed on January 29,
2021).
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Restated
Articles of Incorporation of ENGlobal Corporation dated January 29,
2021.
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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.
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ENGlobal Corporation
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(Registrant)
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January 29, 2021
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/s/ MARK A. HESS
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(Date)
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Mark A.
Hess,
Chief Financial Officer, Treasurer
and Corporate Secretary
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