Item 1.01 Entry into a
Material Definitive Agreement.
On September 2, 2021, INDUS Realty Trust, Inc.,
a Maryland corporation (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with INDUS RT, LP,
a Maryland limited partnership, of which the Company is the general partner (the “Operating Partnership), Robert W. Baird &
Co. Incorporated, BMO Capital Markets Corp., BTIG, LLC, Citigroup Global Markets Inc., JMP Securities LLC, KeyBanc Capital Markets Inc.
and Morgan Stanley & Co. LLC (each, a “Sales Agent” and together, the “Sales Agents”), pursuant to which the
Company may issue and sell, from time to time, shares (the “Shares”) of the Company’s common stock, par value $0.01
per share (the “Common Stock”), with aggregate gross sales proceeds of up to $100 million, through the Sales Agents in an
“at-the-market” equity offering program (the “ATM Program”). The ATM Program replaces the Company’s previous
$30 million “at-the-market” equity offering program pursuant to that certain sale agreement, dated May 10, 2018 (the “Prior
ATM Program”). Under the Prior ATM Program, the Company had not offered or sold any shares of its Common Stock.
Under the Sales Agreement, the Company will set
the parameters for the sale of the Shares, including the number of Shares to be issued, the time period during which sales are requested
to be made, limitations on the number of Shares that may be sold in any one trading day and any minimum price below which sales of Shares
may not be made. Subject to the terms and conditions of the Sales Agreement, the Sales Agents may sell the Shares by methods deemed to
be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including
sales made through The Nasdaq Stock Market (the “Nasdaq”) or any other trading market for the Common Stock, or sales to or
through a market maker. In addition, with the prior consent of the Company, the Sales Agents may also sell Shares in privately negotiated
transactions. The Sales Agents will use their commercially reasonable efforts in conducting such sales activities.
The Sales Agreement will terminate upon the earlier
of (1) the sale of an aggregate of $100 million of Shares pursuant to the Sales Agreement or (2) the termination of the Sales Agreement.
The Sales Agreement may be terminated by the Company or the Sales Agents at any time upon prior written notice, and by the Sales Agents
at any time in certain circumstances, including if the Company fails to maintain a listing of the Common Stock on the Nasdaq or the occurrence
of a material adverse change in the Company.
The Sales Agreement provides that the Sales Agents
will be entitled to compensation that will not exceed 2.0% of the gross proceeds from the sale of any Shares sold under the Sales Agreement.
The Company has no obligation to sell any Shares under the Sales Agreement and may at any time suspend solicitation and offers under the
Sales Agreement.
The Shares will be issued pursuant to the Company’s
registration statement on Form S-3 (File No. 333-257802) that was filed with the Securities and Exchange Commission (the “SEC”)
and is effective. A copy of the prospectus included in the registration statement may be obtained on the SEC’s website at www.sec.gov.
The Company filed a prospectus supplement (the “Prospectus Supplement”), dated September 2, 2021, with the SEC in connection
with the offer and sale of the Shares. A copy of the Prospectus Supplement may be obtained on the SEC’s website at www.sec.gov.
This Current Report on Form 8-K shall not constitute
an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or
sale of the securities 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.
The foregoing description of the material terms
of the Sales Agreement is qualified in its entirety by reference to the full agreement, a copy of which is filed as Exhibit 1.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion of Venable LLP relating to the
Shares that may be sold pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These
forward-looking statements include INDUS’s beliefs and expectations regarding future events or conditions. Although INDUS believes
that its plans, intentions and expectations reflected in such forward-looking statements are reasonable, it can give no assurance that
such plans, intentions or expectations will be achieved. The projected information disclosed herein is based on assumptions and estimates
that, while considered reasonable by INDUS as of the date hereof, are inherently subject to significant business, economic, competitive
and regulatory uncertainties and contingencies, many of which are beyond the control of INDUS and which could cause actual results and
events to differ materially from those expressed or implied in the forward-looking statements. Other important factors that could affect
the outcome of the events set forth in these statements are described in INDUS’s Securities and Exchange Commission filings, including
the “Business,” “Risk Factors” and “Forward-Looking Statements” sections in INDUS’s Annual Report
on Form 10-K for the fiscal year ended November 30, 2020. INDUS disclaims any obligation to update any forward-looking statements as a
result of developments occurring after the date of this Current Report on Form 8-K except as required by law.