Item 1.01 Entry into a Material Definitive Agreement.
On May 6, 2021,
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(i)
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American Superconductor Corporation, a Delaware corporation (the Company), entered into a
Stock Purchase Agreement (the Stock Purchase Agreement) with Antonio Capanna, Sr. (Capanna, Sr.), Antonio Capanna, Jr. (Capanna, Jr.), The Antonio Capanna 2010 Spousal Lifetime Access Trust
Dated December 28, 2010 (the Trust, and together with Capanna, Sr., the Neeltran, Inc. Selling Stockholders) and the Other Seller Parties, and
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(ii)
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AMSC Husky LLC, the Companys wholly-owned Connecticut limited liability company (AMSC
Husky), entered into a Purchase and Sale Agreement (the Real Property Purchase Agreement, and together with the Stock Purchase Agreement, the Purchase Agreements) with 71 Pickett District Road, LLC
(the Owner), Capanna, Sr. and Filomena Capanna (F. Capanna, and together with Owner and Capanna, Sr., the RE Selling Parties).
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Stock Purchase Agreement
Pursuant to the terms of the
Stock Purchase Agreement and concurrently with entering into such agreement, the Company purchased all of the issued and outstanding shares of capital stock of (i) Neeltran, Inc., a Connecticut corporation (Neeltran) that
supplies rectifiers and transformers to industrial customers, and (ii) Neeltran International, Inc., a Connecticut corporation (International), for: (a) $1.0 million in cash, and (b) 301,556 shares of the Companys
common stock, $0.01 par value per share (AMSC Shares), that were paid and issued to the Neeltran, Inc. Selling Stockholders, respectively, at closing. The Company also paid $1.1 million to Capanna, Sr. and Capanna, Jr. at
closing to pay off previous loans made by them to Neeltran.
Additionally, the Company paid approximately $7.6 million, including $1.9 million
of indebtedness secured by the mortgage on the real property as described below, directly to Neeltran lenders at closing to extinguish outstanding Neeltran indebtedness to third parties.
Under the terms of the Stock Purchase Agreement, the Company is obligated to file either (i) a new registration statement, or (ii) a prospectus
supplement to an already effective Company registration statement, covering the resale of the AMSC Shares by the Neeltran, Inc. Selling Stockholders no later than ten business days following the closing, and in the case of a new registration
statement, to use commercially reasonable efforts to cause such registration statement to be declared effective by the Securities and Exchange Commission (SEC) as soon as practicable thereafter. In the event that a new
registration statement has not been declared effective by the SEC, or a prospectus supplement to an already effective Company registration statement has not been filed, as the case may be, within thirty days following the closing, the Company is
obligated to pay, no later than the date that is forty-five days after the closing, an amount in cash equal to the purchase price originally paid in AMSC Shares (the Cash Payment) and the Neeltran, Inc. Selling Stockholders shall
furnish to the Company all documentation as reasonably requested by the Company for the cancellation of the AMSC Shares.
Real Property Purchase
Agreement
Pursuant to the terms of the Real Property Purchase Agreement and concurrently with entering into such agreement, AMSC Husky purchased the
real property that serves as Neeltrans headquarters for $4.3 million, of which (a) $2.4 million was paid in immediately available funds by AMSC Husky to the RE Selling Parties, and (b) $1.9 million was paid directly to TD Bank
as full payment for the outstanding indebtedness secured by the mortgage on such real property.
The Purchase Agreements also contain customary
representations, warranties, covenants and indemnities.
The AMSC Shares issued to the Neeltran, Inc. Selling Stockholders were issued in reliance on the
exemption from the registration provisions of Section 4(a)(2) of the Securities Act of 1933, as amended (the Securities Act), relating to sales by an issuer not involving any public offering.
The sale of the AMSC Shares pursuant to the Stock Purchase Agreement has not been registered under the Securities Act or any state securities laws. The AMSC
Shares may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. This Current Report on Form 8-K
is not an offer to sell or the solicitation of an offer to buy shares of common stock or other securities of the Company.
The foregoing descriptions of
the Stock Purchase Agreement and the Real Property Purchase Agreement are not complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed herewith as Exhibit 10.1 and Exhibit 10.2,
respectively, to this Current Report on Form 8-K and is incorporated herein by reference.