Item
1.01 Entry into a Material Definitive Agreement.
On July 30, 2019, Sigma
Labs, Inc. ("we," "our," "us," or the "Company") entered into an underwriting agreement
(the “Underwriting Agreement”) with Aegis Capital Corp. (the “Underwriter”), which provided for the issuance
and sale by the Company in an underwritten public offering (the “Offering”) and the purchase by the Underwriter of
2,875,000 shares of the Company’s common stock, $0.001 par value per share.
Subject
to the terms and conditions contained in the Underwriting Agreement, the shares were sold to the Underwriter at a public offering
price of $0.80 per share, less certain underwriting discounts and commissions. The Company also granted the Underwriter
a 45-day option to purchase up to 431,250 additional shares of the Company’s common stock on the same terms and conditions
for the purpose of covering any over-allotments in connection with the Offering. The net offering proceeds to the Company from
the Offering are estimated to be approximately $1,971,000, after deducting estimated underwriting discounts and commissions
and other estimated offering expenses, and assuming no exercise of the over-allotment option. We intend to use the net
proceeds from the Offering for our operations, including the development and marketing of our products and services, and payment
of general and administrative expenses and other working capital and general corporate purposes.
The Offering is expected
to close on or about August 2, 2019, subject to customary closing conditions set forth in the Underwriting Agreement. The Offering
is being made pursuant to the Company’s registration statement on Form S-3 (File No. 333-225377), which was declared effective
by the Securities and Exchange Commission (the “SEC”) on June 14, 2018, under the Securities Act of 1933, as amended
(the “Securities Act”), and the prospectus dated June 14, 2018, included in such registration statement, as supplemented
by the preliminary prospectus supplement, dated July 30, 2019 and a final prospectus supplement dated July 31, 2019.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company, customary
conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities
Act and termination and other provisions customary for transactions of this nature. The Company and all of the Company’s
officers, directors, and stockholders holding 5% or more of the Company’s common stock have also agreed not to sell or transfer
any securities of the Company held by them for a period of 90 days from July 31, 2019, subject to limited exceptions.
This
Current Report on Form 8-K contains forward-looking statements that involve risk and uncertainties, such as statements related
to the anticipated closing of the Offering and the amount of net proceeds expected from the Offering. The risks and uncertainties
involved include the Company’s ability to satisfy certain conditions to closing on a timely basis or at all, as well as
other risks detailed from time to time in the Company’s filings with the SEC.
The
foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting
Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
A copy of the opinion of TroyGould PC relating to the legality of the issuance and sale of the shares of common stock in the Offering
is filed as Exhibit 5.1 hereto and is incorporated herein and into the Registration Statement by reference.