Current Report Filing (8-k)
September 06 2018 - 6:04AM
Edgar (US Regulatory)
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):
September 5, 2018
EnSync, Inc.
(Exact name of registrant as specified in
charter)
Wisconsin
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001-33540
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39-1987014
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(State or other jurisdiction
of incorporation)
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(Commission
file number)
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(IRS Employer
Identification Number)
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N88 W13901 Main Street, Suite 200, Menomonee Falls, Wisconsin
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53051
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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:
(262) 253-9800
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(Former name or former address, if changed since last report.)
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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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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.
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Entry into a Material Definitive Agreement.
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On September 5, 2018, EnSync, Inc. (the
“Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with certain investors providing
for the sale of 11,334,616 shares of the Company’s common stock, par value $0.01 per share for an aggregate purchase price
of approximately $2.9 million at a price per share of $0.26 (the “Registered Direct Offering”). Investors include
members of the Company’s board of directors who are purchasing $600,000 of shares.
The Company estimates that the net proceeds
from the Registered Direct Offering will total approximately $2.7 million, which will be used to fund the development of distributed
energy resource projects and for working capital and general corporate purposes.
The shares of common stock to be sold in
the Registered Direct Offering are being offered by the Company pursuant to an effective shelf registration statement on Form S-3,
which was declared effective on October 12, 2017 (File No. 333-218935) (the “Registration Statement”).
The closing of the sale of these shares
is expected to take place on or about September 6, 2018, subject to customary closing conditions. A copy of the form of the
Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
On August 23, 2018, the Company entered
into an Engagement Letter (the “Engagement Letter”) with Network 1 Financial Securities, Inc. (“Network 1”)
pursuant to which Network 1 has agreed to act as the Company’s exclusive placement agent in connection with the Registered
Direct Offering. On a commercially reasonable efforts basis, Network 1 had the exclusive right to identify prospective purchasers
and arrange for sales of the Company’s common stock. Network 1 had no obligation to arrange for the purchase or sale of any
specific number or dollar amount of the Company’s shares. In accordance with the terms of the Engagement Letter, the Company
will pay Network 1 an aggregate fee equal to 7% of the gross proceeds of the sale of the common stock in the Registered Direct
Offering.
A copy of the Engagement
Letter is attached hereto as Exhibit 10.2 and is incorporated herein by reference. The foregoing summaries of the Purchase Agreement
and the Engagement Letter do not purport to be complete and are qualified in their entirety by reference to the definitive transaction
documents.
In addition to the form of Purchase Agreement
and the Engagement Letter, Exhibits 5 and 23 are filed herewith in connection with the Registration Statement and are incorporated
herein by reference.
The information
contained in this Current Report on Form 8-K does not constitute an offer to sell or solicitation of offers to buy the shares or
any other securities.
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit No.
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Exhibit Description
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5
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Opinion of Godfrey & Kahn, S.C., filed herewith
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10.1
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Form of Stock Purchase Agreement, dated September 5, 2018, filed herewith.
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10.2
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Engagement Letter between EnSync, Inc. and Network 1 Financial Securities, Inc., dated August 23, 2018, filed herewith.
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23
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Consent of Godfrey & Kahn (included as part of Exhibit 5), filed herewith.
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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.
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EnSync, Inc.
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Dated: September 5, 2018
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By:
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/s/ Bradley L. Hansen
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Name:
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Bradley L. Hansen
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Title:
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Chief Executive Officer
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