Current Report Filing (8-k)
October 08 2021 - 5:00PM
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): October 8, 2021
TSR,
Inc.
(Exact
name of registrant as specified in Charter)
Delaware
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001-38838
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13-2635899
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
No.)
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(IRS
Employer
Identification
No.)
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400
Oser Avenue, Suite 150, Hauppauge, NY 11788
(Address
of principal executive offices, including zip code)
(631)
231-0333
(Registrant’s
telephone number, including area code)
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 (see General Instruction A.2. below):
☐
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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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☐
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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:
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, par value $0.01 per share
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TSRI
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NASDAQ
Capital Market
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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 or Rule 12b-2
of the Securities Exchange Act of 1934.
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. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
October 8, 2021, TSR, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”)
with A.G.P./Alliance Global Partners (“A.G.P.”), as sales agent, to implement an “at the market” equity
offering program under which the Company may issue and sell from time to time shares of its common stock, par value $0.01 per share,
having an aggregate offering price of up to $4,167,000 (the “Shares”) through A.G.P. as the Company’s sales
agent or as principal, subject to the terms and conditions set forth therein.
Subject
to the terms and conditions of the Sales Agreement, A.G.P. will use commercially reasonable efforts consistent with its normal trading
and sales practices, applicable state and federal laws, rules and regulations and the rules of The Nasdaq Capital Market to sell the
Shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company.
Upon delivery of a placement notice, and subject to the Company’s instructions in that notice, and the terms and conditions of
the Sales Agreement generally, A.G.P. may sell the Shares by any method permitted by law deemed to be an “at the market offering”
as defined by Rule 415 promulgated under the Securities Act of 1933, as amended. The Company will pay A.G.P. a commission of 3.0% of
the aggregate gross proceeds from each sale of the Shares and has agreed to provide A.G.P. with customary indemnification and contribution
rights. The Company has also agreed to reimburse A.G.P. for certain specified expenses.
The
Company is not obligated to make any sales of common stock under the Sales Agreement and may at any time suspend solicitation and offers
under the Sales Agreement. The offering of the Shares pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale
of all common stock subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms.
The
issuance and sale of the Shares by the Company under the Sales Agreement, if any, is subject to the effectiveness of the Company’s
registration statement on Form S-3, filed with the Securities and Exchange Commission concurrently with this Current Report on Form 8-K
on October 8, 2021 (the “Registration Statement”). The Company cannot make assurances as to if or when the Registration
Statement will become effective or, if it does become effective, as to the continued effectiveness of the Registration Statement. The
Registration Statement includes a prospectus specifically relating to the offering of the Shares pursuant to the Sales Agreement.
The
foregoing summary is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is attached hereto
as Exhibit 1.1 and is incorporated in its entirety by reference herein.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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.
Dated: October 8, 2021
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TSR, Inc.
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By:
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/s/
John G. Sharkey
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John G. Sharkey
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Sr. Vice President, Chief
Financial Officer and Secretary
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2
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