Item 8.01. Other Events
Intellicheck
Mobilisa, Inc. (the “Company”) entered into an underwriting agreement dated June 15, 2016 (the “Underwriting
Agreement”) with Joseph Gunnar & Co. (the “Underwriters”), with respect to the issuance and sale in an underwritten
public offering (the “Offering”) by the Company of an aggregate 1,200,000 shares of the Company’s common stock,
$0.001 par value (the “Shares”) and 600,000 five year warrants to purchase Shares with an exercise price of $2.20
per Share (the “Warrants”), at a combined public offering of $1.75 per Share and half-warrant. Pursuant to the Underwriting
Agreement, the Company granted the Underwriters a 45-day option to purchase up to an additional 180,000 Shares and or 90,000 Warrants.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions
to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act
of 1933, as amended, other obligations of the parties and termination provisions. Joseph Gunnar & Co. is acting as the sole
book-running manager for the Offering.
The
representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreements
and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed
upon by the contracting parties. The foregoing description of the Underwriting Agreement and form of Warrant does not purport
to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement and form of Warrant,
which are filed as Exhibit 1.1 and 99.1 hereto, respectively, and are incorporated herein by reference. A copy of the opinion
of K&L Gates LLP relating to the legality of the issuance and sale of the Shares, including the Shares issuable on the exercise
of the Warrants is attached as Exhibit 5.1 hereto.
The
gross proceeds to the Company from the sale of the 1,200,000 Shares and 623,320 Warrants, including 23,320 Warrants exercised
pursuant to the overallotment to this date, in the Offering are approximately $2.1 million, before deducting the underwriting
discount and other estimated offering expenses payable by the Company (or, if the over-allotment option is exercised in full,
approximately $2.4 million). The Company expects to use the net proceeds of the Offering for general corporate purposes including
further expanding research and development initiatives in connection with expanding and improving its product line, to further
its sales and marketing groups, to continue its ongoing measures to protect its intellectual property, for potential share repurchases,
and for other general corporate purposes.
The
Offering is being made pursuant to a preliminary prospectus supplement and a final prospectus supplement, dated June 14, 2016
and June 15, 2016 respectively, together with an accompanying base prospectus dated August 6, 2013 under the Company’s existing
shelf registration statement on Form S-3 (File No. 333-189982), which was filed with the Securities and Exchange Commission on
July 16, 2013, as amended on July 31, 2013, and declared effective on August 6, 2013. The Offering is expected to close on or
about June 20, 2016, subject to the satisfaction of customary closing conditions.
On
June 15, 2016, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached
as Exhibit 99.2 hereto.
Item
9.01. Exhibits
(d) Exhibits
Exhibit
No.
|
|
Exhibit
|
|
|
|
1.1
|
|
Underwriting
Agreement dated June 15, 2016
|
5.1
|
|
Opinion
of K&L Gates LLP
|
23.1
|
|
Consent
of K&L Gates LLP *
|
99.1
|
|
Form
of Warrant
|
99.2
|
|
Press
Release dated June 15, 2016
|
*
Included in Exhibit 5.1