Item 1.01. Entry into a Material Definitive Agreement.

On November 12, 2020, CynergisTek, Inc., a Delaware corporation (the "Company") entered into an Equity Distribution Agreement (the "Agreement") with Craig-Hallum Capital Group LLC ("Agent") under which the Company may offer and sell, from time to time at its sole discretion, shares of its $0.001 par value common stock ("Common Stock"), to or through the Agent as its sales agent, having an aggregate offering price of up to $5,000,000.

Pursuant to the Agreement, sales of the Common Stock, if any, will be made under the Company's effective Registration Statement on Form S-3 (File No. 333-249615), previously filed with the Securities and Exchange Commission on October 22, 2020, and the prospectus supplement relating to this offering, filed on November 12, 2020, by any method that is deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including block transactions. The Agent will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay the Agent a commission of three percent (3.0%) of the gross sales price per share of any Common Stock sold through the Agent under the Agreement, and also has provided the Agent with customary indemnification rights. The Company will also reimburse the Agent for its reasonable out-of-pocket accountable fees and disbursements in an amount not to exceed $50,000 through the fourth business day following execution of the Agreement, and in an amount not to exceed $5,000 for each quarterly period thereafter.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the 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.

A copy of the legal opinion and consent of Kirton McConkie PC relating to the shares is attached hereto as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



   Exhibit No. Description
   1.1           Equity Distribution Agreement   dated as of November 12, 2020
   5.1           Opinion of Kirton McConkie PC
   23.1          Consent of Kirton McConkie PC   (included in Exhibit 5.1)

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