Current Report Filing (8-k)
August 09 2017 - 5:17PM
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): August 3, 2017
Intellicheck
Mobilisa, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-15465
|
|
11-3234779
|
(State
or other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification No.)
|
100
Jericho Quadrangle, Suite 202, Jericho, NY 11753
(Address
of principal executive offices) (Zip code)
(516)
992-1900
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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:
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item
8.01. Other Events
Intellicheck,
Inc. (the “Company”) entered into an underwriting agreement dated August 3, 2017 (the “Underwriting Agreement”)
with Oppenheimer & Co. Inc. (the “Underwriters”), with respect to the issuance and sale in an underwritten public
offering (the “Offering”) by the Company of an aggregate 3,625,000 shares of the Company’s common stock, $0.001
par value (the “Shares”) at a public offering of $2.25. Pursuant to the Underwriting Agreement, the Company granted
the Underwriters a 30-day option to purchase up to an additional 543,750 Shares, which has been exercised and will be delivered
against payment at the closing, on or about August 9, 2017. 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.
Oppenheimer & Co. is acting as the lead book-running manager and representative of the underwriters.
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 does not purport to be complete and is
qualified in its entirety by reference to the full text of the Underwriting Agreement, which are filed as Exhibit 1.1 hereto and
is 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 is attached as Exhibit 5.1 hereto.
The
proceeds to the Company from the sale of the 4,168,750 Shares in the Offering (which includes the exercised overallotment option),
after underwriting discounts and expenses related to the offering are approximately $8.5 million. The Company intends to use the
proceeds of the offering for general corporate purposes including product development in key markets, the integration of new features
into existing products, and expansion of our sales force and engineering staff.
The
Offering is being made pursuant to a preliminary prospectus supplement and a final prospectus supplement, dated August 3, 2017
and August 3, 2017 respectively, together with an accompanying base prospectus dated November 3, 2016 under the Company’s
existing shelf registration statement on Form S-3 (File No. 333- 214193), which was filed with the Securities and Exchange Commission
on October 21, 2016, and declared effective on November 3, 2016. The Offering is expected to close on or about August 9, 2017,
subject to the satisfaction of customary closing conditions.
On
August 4, 2017, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached
as Exhibit 99.1 hereto.
Exhibit
No.
|
|
Exhibit
|
|
|
|
1.1
|
|
Underwriting
Agreement dated August 3, 2017
|
5.1
|
|
Opinion
of K&L Gates LLP
|
23.1
|
|
Consent
of K&L Gates LLP *
|
99.1
|
|
Press
Release dated August 4, 2017
|
*
Included in Exhibit 5.1
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 thereunto duly authorized.
Dated:
August 9, 2017
|
INTELLICHECK MOBILISA, INC.
|
|
|
|
|
By:
|
/s/
Bill White
|
|
|
Bill
White
|
|
|
Chief
Financial Officer
|
Intellicheck (AMEX:IDN)
Historical Stock Chart
From Sep 2024 to Oct 2024
Intellicheck (AMEX:IDN)
Historical Stock Chart
From Oct 2023 to Oct 2024