Attached files
| file | filename |
|---|---|
| EX-1.1 - ACORN ENERGY, INC. | v206078_ex1-1.htm |
| EX-5.1 - ACORN ENERGY, INC. | v206078_ex5-1.htm |
| EX-99.1 - ACORN ENERGY, INC. | v206078_ex99-1.htm |
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) December 17,
2010
ACORN
ENERGY, INC.
(Exact
name of Registrant as Specified in its Charter)
|
Delaware
|
0-19771
|
22-2786081
|
|
(State
or Other Jurisdiction
|
(Commission
file Number)
|
(IRS
Employer
|
|
of
Incorporation)
|
Identification
No.)
|
|
4 West Rockland Road, Montchanin,
Delaware
|
19710
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code (302)
656-1707
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-2 under the Exchange Act (17 CFR
240.14a-2)
¨ 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))
Item
1.01. Entry into a Material Definitive Agreement
On
December 17, 2010, we entered into a Placement Agent Agreement (the “Placement
Agent Agreement”) with HFP Capital Markets LLC (“HFP”) related to a registered
direct offering of up to 1,150,000 shares of our common stock. Under
the terms of the transaction and pursuant to separate subscription agreements
(the “Subscription Agreements”) between us and each of the investors, we will
sell the common stock at $3.50 per share for gross proceeds of approximately
$4.025 million. The Placement Agent Agreement provides for the
payment of a placement agent fee equal to 7% of the gross proceeds of the
offering, plus a warrant exercisable for up to an additional 80,500 shares (the
“Offering”). The closing of the Offering is expected to take place on December
21, 2010, subject to the satisfaction of customary closing
conditions. A copy of the Placement Agent Agreement is attached as
Exhibit 1.1 hereto. A copy of the form of Subscription Agreement is
attached as Exhibit 1.2 hereto.
The
aggregate net proceeds from the Offering, after deducting the placement agent’s
fee and the estimated offering expenses payable by us in connection with the
Offering, are expected to be approximately $3.7 million.
The
common stock will be issued pursuant to a prospectus supplement which is
expected to be filed with the Securities and Exchange Commission on December 20,
2010, in connection with a shelf takedown from our effective registration
statement. A copy of the opinion of Eilenberg & Krause LLP
relating to the legality of the issuance and sale of the shares in the Offering
is attached as Exhibit 5.1 hereto.
On
December 20, 2010, we issued a press release announcing the
Offering. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
|
Exhibit
No.
|
Description
|
|
|
1.1
|
Placement
Agent Agreement, dated as of December 17, 2010, by and between Acorn
Energy, Inc. and HFP Capital Markets LLC
|
|
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1.2
|
Form
of Subscription Agreement (included as Exhibit A to the Placement Agent
Agreement filed as Exhibit 1.1 hereto)
|
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4.1
|
Form
of Placement Agent Warrant (included as Exhibit C to the Placement Agent
Agreement filed as Exhibit 1.1 hereto)
|
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|
5.1
|
Opinion
of Eilenberg & Krause LLP
|
|
|
23.1
|
Consent
of Eilenberg & Krause LLP (included in its opinion filed as
Exhibit 5.1 hereto).
|
|
|
99.1
|
Press
Release dated December 20,
2010
|
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 on this 20th day of December, 2010.
|
ACORN
ENERGY, INC.
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|||
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By:
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/s/ Joe B. Cogdell, Jr.
|
||
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Name:
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Joe
B. Cogdell, Jr.
|
||
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Title:
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Vice
President, Secretary and General
Counsel
|
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