Item 8.01 Other Events
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.
On January 15, 2020, the Company issued a press release announcing the launch of
the Offering. A copy of the Company's press release is attached hereto as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference in its entirety.
On January 16, 2020, the Company issued a press release announcing the pricing
of the Offering. A copy of the Company's press release is attached hereto as
Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by
reference in its entirety.
On January 21, 2020, the Company issued a press release announcing the
completion of the Offering. A copy of the Company's press release is attached
hereto as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated
herein by reference in its entirety.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
1.1 Underwriting Agreement, dated January 16, 2020, by and between Global
Water Resources, Inc. and Roth Capital Partners, LLC
5.1 Opinion of Snell & Wilmer L.L.P.
23.1 Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1)
99.1 Press Release, dated January 15, 2020
99.2 Press Release, dated January 16, 2020
99.3 Press Release, dated January 21, 2020
99.4 Updated Risk Factors
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