Item 1.01 Entry into a Material Definitive Agreement
Equity Financing
On May 20, 2019,
Superconductor Technologies Inc. (the Company), entered into an underwriting agreement (the Underwriting Agreement) with H.C. Wainwright & Co., LLC (the Underwriter), relating to an underwritten public
offering of 1,700,00 shares of the Companys common stock. All of the shares are being sold by the Company. The offering price to the public of the shares is $1.00 per share, and the Underwriter agreed to purchase the shares from the Company
pursuant to the Underwriting Agreement at a price of $0.93 per share. The closing of the underwritten public offering occurred on May 23, 2019. After underwriting discounts and commissions, but before offering expenses payable by it, the
Company expects to receive net proceeds from the offering of approximately $1.6 million. Under the Underwriting Agreement, the Company granted to the Underwriter a
45-day
option to purchase up to 255,000
additional shares of common stock, at the public offering price, less underwriting discounts and commissions
The offer and sale of the
common stock in the underwritten public offering is registered under the Securities Act of 1933, as amended, on a Registration Statement on
Form S-3 (File No. 333-228676),
which became effective on December 11, 2018 and a related preliminary prospectus supplement, prospectus
supplement and permitted free writing prospectus filed in connection with the registered offering.
Pursuant to the Underwriting
Agreement, the Company agreed to issue to the Underwriter warrants to purchase up to 119,000 shares of common stock (or up to 136,850 shares of common stock if the underwriter exercises their option to purchase additional shares, see above)
(representing 7.0% of the aggregate number of shares of common stock sold in this offering), at an exercise price of $1.25 per share (representing 125% of the public offering price for a share of common stock to be sold in this offering) (the
Underwriter Warrants). The underwriter warrants will be exercisable immediately and for five years from the date of the underwriting agreement.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and
termination provisions. The Underwriting Agreement provides for indemnification by the Underwriter of the Company, its directors and certain of its executive officers, and by the Company of the Underwriter, for certain liabilities, including
liabilities arising under the Securities Act of 1933, as amended, and affords certain rights of contribution with respect thereto.
The
foregoing summaries of the Underwriting Agreement and Underwriter Warrants are subject to, and qualified in their entirety by, such documents attached hereto as Exhibits 1.1 and 4.1. and are incorporated herein by reference. Certain of these
documents contain representations and warranties and other statements which are not for the benefit of any party other than the parties to such document or agreement and are not intended as a document for investors (to the extent they are not a
party to such agreement) or the public generally to obtain factual information about us
.