Current Report Filing (8-k)

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): June 21, 2023

ARTESIAN RESOURCES CORP

(Exact name of registrant as specified in its charter)

Delaware		000-18516		51-0002090
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

664 Churchmans Road

Newark, Delaware 19702

(Address of principal executive offices, including zip code)

(302) 453-6900

(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 (see General Instruction A.2. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	ARTNA	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

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 8.01 – Other Events.

On May 23, 2023, Artesian Resources Corporation (the “Company”) announced the closing of its previously announced underwritten public offering consisting of 695,650 shares of the Company’s Class A Non-Voting Common Stock (the “Class A Common Stock”), par value $1.00 per share, at a price to the public of $50 per share. On June 16, 2023, Janney Montgomery Scott LLC (the “Underwriter”) partially exercised its over-allotment option, purchasing an additional 67,689 shares of Class A Common Stock at the public offering price, less underwriting discounts and commissions. The net proceeds to the Company from the offering were approximately $3.24 million. All of the shares of Class A Common Stock sold in the offering were offered by the Company.

Janney Montgomery Scott LLC acted as the sole book-running manager for the offering.

Neither this Current Report on Form 8-K nor the exhibits attached hereto constitute an offer to sell or the solicitation of an offer to buy the securities described herein or therein, nor shall there be any sale of such securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Exhibit
5.1		Opinion of Morgan, Lewis & Bockius LLP

23.1		Consent of Morgan, Lewis & Bockius LLP (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 hereunto duly authorized.