WIDEPOINT CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-33035
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52-2040275
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
EmployerIdentification No.)
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11250 Waples Mill Road, South Tower 210, Fairfax,
Virginia
(Address
of Principal Executive Office)
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22030
(Zip
Code)
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Registrant’s
telephone number, including area code: (703) 349-2577
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______________________________________________________________________________
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))
Securities Registered pursuant to Section 12(b) of the
Act:
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Title of Each Class
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Trading Symbol
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Name of Exchange on Which Registered
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Common Stock, $0.001 par value per share
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WYY
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NYSE
American
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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
1.01
Entry
into a Material Definitive Agreement.
On
August 18, 2020, WidePoint Corporation (the “Company”
or “us” or “we”) entered into
an At Market Issuance Sales Agreement (the
“Sales Agreement”) with B. Riley Securities,
Inc. (“B. Riley FBR”), The Benchmark Company, LLC
(“Benchmark”) and Spartan Capital Securities, LLC
(“Spartan”, together with B. Riley FBR and Benchmark,
the “Sales Agents”) under which we may issue and sell
in a registered offering shares of our common stock having an
aggregate offering price of up to $24,000,000 from time to time
through or to a Sales Agent (the “ATM Offering”). We
expect to use net proceeds, if any, from the ATM Offering over time
as a source for general corporate purposes, including potentially
expanding existing businesses, acquiring businesses and investing
in other business opportunities.
Sales
of our common stock through a Sales Agent, if any, will be made by
any method that is deemed an “at the market offering”
as defined in Rule 415 promulgated under
the Securities Act of 1933, as amended. A Sales Agent will use
its commercially reasonable efforts to make such offerings
consistent with its normal trading and sales practices. We will pay
the Sales Agents an aggregate of up to 4.0% of the gross proceeds
of the sales price per share of common stock sold through the Sales
Agents under the Sales Agreement. We also may sell some or all of
the shares of common stock to the Sales Agents as principals for
their own account at a price agreed upon at the time of
sale.
We are
not obligated to make any sales of our common stock under the Sales
Agreement and no assurance can be given that we will sell any
shares under the Sales Agreement, or, if we do, as to the price or
amount of shares that we will sell, or the dates on which any such
sales will take place. The Sales Agreement will terminate upon the
earlier of (i) the sale of all of our common stock subject to the
Sales Agreement, or (ii) termination of the Sales Agreement as
provided therein.
The
foregoing description of the Sales Agreement is not complete and is
qualified in its entirety by reference to the full text of the
Sales Agreement, a copy of which is filed herewith as Exhibit 1.1
to this Current Report on Form 8-K and is incorporated herein by
reference. In connection with the Sales Agreement, the Company is
filing the opinion and consent of its counsel, Foley & Lardner
LLP, regarding the validity of the shares of common stock that may
be sold pursuant to the Sales Agreement as Exhibits 5.1 and 23.1 to
this Current Report on Form 8-K, which are incorporated herein by
reference.
All
statements in this report that are not historical facts should be
considered “Forward Looking Statements” within the
meaning of the “Safe Harbor” provisions of the Private
Securities Litigation Reform Act of 1995. Such statements involve
known and unknown risks, uncertainties and other factors that may
cause our actual results, performance or achievements to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Some of the forward-looking statements can be
identified by the use of words such as “believe,”
“expect,” “may,” “will,”
“should,” “seek,”
“approximately,” “intend,”
“plan,” “estimate,” “project,”
“continue” or “anticipates” or similar
expressions or words, or the negatives of those expressions or
words. Except as otherwise required by applicable securities laws,
we undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events, changed circumstances, or any other reason, after
the date of this report.
Item
9.01(d) Financial
Statements and Exhibits.
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At
Market Issuance Sales Agreement, dated August 18, 2020, by and
among WidePoint Corporation, B. Riley Securities, Inc., The
Benchmark Company, LLC and Spartan Capital Securities,
LLC
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Opinion
of Foley & Lardner LLP
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Consent
of Foley & Lardner LLP (included in Exhibit
5.1)
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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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WIDEPOINT
CORPORATION
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Date:
August 18, 2020
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By:
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/s/
Jin
Kang
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Jin Kang
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Chief Executive
Officer
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WidePoint (AMEX:WYY)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025
WidePoint (AMEX:WYY)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025
