UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d)
of the Securities Exchange Act of 1934
GLOBAL WATER RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | | | 90-0632193 |
(State
or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
21410 N. 19th Avenue #220, Phoenix, Arizona, 85027
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (480) 360-7775 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): |
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☐ | Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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 Act: |
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Title of each class | Trading Symbol | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | GWRS | The NASDAQ Stock Market, LLC (NASDAQ Global Market) |
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 x
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. ☐
On January 21, 2020, Global Water Resources, Inc. (the “Company”) closed an underwritten public offering (the “Offering”) of 870,000 shares of its common stock, par value $0.01 per share (the “Shares”). The Shares were issued and sold pursuant to an underwriting agreement (the “Underwriting Agreement”), dated January 16, 2020, by and between the Company and Roth Capital Partners, LLC (the “Underwriter”), at a public offering price per share of $12.50.
The Company will receive net proceeds of approximately $10.0 million from the Offering after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. In addition, the Company has granted the Underwriter a 30-day option to purchase up to an additional 130,000 shares of its common stock at the public offering price, less the underwriting discounts and commissions.
The Offering was made pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-219802),
previously filed with and declared effective by the Securities and Exchange Commission (the "SEC") on August 22, 2017, and a prospectus supplement relating to the Offering and accompanying base prospectus (together, the "Prospectus"). The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete statement of the rights and obligations of the parties under the Underwriting Agreement and the transactions contemplated thereby, and is qualified in its entirety by reference to the Underwriting Agreement that is attached hereto as Exhibit
1.1. A copy of the opinion of Snell & Wilmer L.L.P. relating to the legality of the issuance and sale of the Shares is attached hereto as Exhibit 5.1.
The
Prospectus contains updated risk factor disclosure relating to the Company’s business. Accordingly, the Company is filing information for the purpose of supplementing and updating the risk factor disclosure contained in the Company’s prior public filings, including those discussed under the heading, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and its subsequent filings with the SEC. The updated disclosure is attached hereto as Exhibit 99.4
to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
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Item 9.01 | Financial Statements and Exhibits. |
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Exhibit No. | | Description |
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1.1 |
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5.1 |
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23.1 |
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99.1 |
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99.2 |
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99.3 |
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99.4 |
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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.
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| | GLOBAL
WATER RESOURCES, INC. |
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| | Chief
Financial Officer |
