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ITEM 1.01.
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Entry into a Material Definitive Agreement.
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On October 29, 2019, Zynex, Inc. (the “Company”),
entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Piper Jaffray & Co., as
sales agent (the “Agent”), pursuant to which the Company may offer and sell, from time to time, through the Agent (the
“Offering”), up to $50,000,000 in shares of its common stock, par value $0.001 per share (the “Shares”).
Any Shares offered and sold in the Offering will be issued pursuant to the Company’s Registration Statement on Form S-3 (File
No. 333-230128) filed with the Securities and Exchange Commission (the “SEC”) on March 7, 2019 (the “Registration
Statement”) and declared effective by the SEC on March 12, 2019, the prospectus supplement relating to the Offering filed
with the SEC on October 29, 2019, and any applicable additional prospectus supplements related to the Offering that form a part
of the Registration Statement.
Subject to the terms and conditions of
the Equity Distribution Agreement, the Agent will use its commercially reasonable efforts to sell the Shares from time to time,
based upon the Company’s instructions. Under the Equity Distribution Agreement, the Agent may sell the Shares by any method
permitted by applicable law deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), including sales made directly on the Nasdaq Capital Market.
The Company has no obligation to sell any
of the Shares and may at any time suspend offers under the Equity Distribution Agreement. The Offering will terminate upon the
earlier of (i) the sale of all of the Shares or (ii) the termination of the Equity Distribution Agreement according to its terms
by either the Company or the Agent. The Company and the Agent may each terminate the Equity Distribution Agreement at any time
by giving advance written notice to the other party as required by the Equity Distribution Agreement. The Equity Distribution Agreement
contains representations and warranties for the benefit of the Company and the Agent and other terms customary for similar agreements.
Under the terms of the Equity Distribution
Agreement, the Agent will be entitled to a commission at a rate of 3.0% of the gross proceeds from each sale of Shares under the
Equity Distribution Agreement. The Company will also reimburse the Agent for certain expenses incurred in connection with the Equity
Distribution Agreement and has agreed to provide indemnification and contribution to the Agent with respect to certain liabilities,
including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended.
The Company currently intends to use any
net proceeds from the Offering for working capital and general corporate purposes.
The foregoing description of the Equity
Distribution Agreement is not complete and is qualified in its entirety by reference to the full text of the Equity Distribution
Agreement filed as Exhibit 1.1 hereto, which is incorporated herein by reference.
This Current Report on Form 8-K shall not
constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation, or
sale of the Shares in any state or country in which such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any state or country.
The opinion of Sichenzia Ross Ference LLP,
the Company’s legal counsel, regarding the validity of the Shares is filed as Exhibit 5.1 hereto. This opinion is also filed
with reference to, and is hereby incorporated by reference into, the Registration Statement.