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CYNERGISTEK, INC : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

11/12/2020 | 05:28pm

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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