TELLURIAN INC.

TELL
Delayed Quote. Delayed  - 09/23 04:00:00 pm
0.7085USD -5.53%

TELLURIAN INC. /DE/ : Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Other Events, Financial Statements and Exhibits (form 8-K)

07/22/2020 | 05:21pm

Item 1.01 Entry into a Material Definitive Agreement.



On July 22, 2020, Tellurian Inc. (the "Company"), entered into a placement
agency agreement (the "Placement Agency Agreement") with Roth Capital Partners,
LLC
, as placement agent (the "Placement Agent"), pursuant to which the Placement
Agent agreed to use its reasonable best efforts to arrange for the sale of
shares of common stock of the Company in a registered direct offering (the
"Offering").



Also on July 22, 2020, the Company entered into a securities purchase agreement
(the "Securities Purchase Agreement") with certain investors (the "Investors")
pursuant to which the Company agreed to sell, and the Investors agreed to
purchase, in each case subject to customary closing conditions, an aggregate of
35.0 million shares (the "Shares") of common stock of the Company at an offering
price of $1.00 per share. Net proceeds from the Offering, after deducting
estimated fees and expenses, will be approximately $32.5 million. The Shares
were offered and will be issued pursuant to an effective shelf registration
statement on Form S-3ASR of the Company filed with the Securities and Exchange
Commission
(the "SEC") on January 3, 2020, as amended by a post-effective
amendment on April 28, 2020 (File No. 333-235793). The Company will file a
prospectus supplement with the SEC in connection with the sale of the Shares.



Each of the Placement Agency Agreement and the Securities Purchase Agreement
contains customary representations, warranties and agreements by the Company and
customary closing conditions, obligations of the parties and termination
provisions. Pursuant to the Placement Agency Agreement and the Securities
Purchase Agreement, the Company has agreed to indemnify the Placement Agent and
the Investors, respectively, against certain liabilities. The Placement Agent
will be entitled to a fixed commission of 6.0% of gross proceeds paid to the
Company for the Shares and reimbursement for certain expenses not to exceed
$150,000.



The foregoing descriptions of the Placement Agency Agreement and the Securities
Purchase Agreement are not complete and are qualified in their entirety by the
full text of the Placement Agency Agreement and the form of Securities Purchase
Agreement, respectively, which are filed as Exhibits 1.1 and 10.1 to this
Current Report on Form 8-K and incorporated herein by reference. The legal
opinion of Davis Graham & Stubbs LLP relating to the legality of the Shares to
be sold in the Offering is filed as Exhibit 5.1 to this Current Report on
Form 8-K.



The representations, warranties and covenants contained in the Placement Agency
Agreement and the Securities Purchase Agreement were made solely for purposes of
such agreements and as of a specific date, were solely for the benefit of the
parties to such agreements and may be subject to standards of materiality
applicable to the contracting parties that differ from those applicable to
security holders. Security holders should not rely on the representations,
warranties, and covenants or any descriptions thereof as characterizations of
the actual state of facts or condition of the Company. Moreover, information
concerning the subject matter of the representations and warranties may change
after the date of the Placement Agency Agreement or the Securities Purchase
Agreement, which subsequent information may or may not be fully reflected in the
Company's public disclosures.



Item 2.02 Results of Operations and Financial Condition.



The statements made regarding an anticipated impairment charge in the second
quarter of 2020 set forth in the Company's Current Report on Form 8-K dated
July 22, 2020 is incorporated by reference herein.





Item 8.01 Other Events.





On July 22, 2020, the Company issued a press release announcing the pricing of
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 Agency Agreement, dated as of July 22, 2020, by and between
Tellurian Inc. and Roth Capital Partners, LLC

5.1 Opinion of Davis, Graham & Stubbs LLP

10.1 Form of Securities Purchase Agreement, dated as of July 22, 2020, by
and between Tellurian Inc. and the purchasers named therein

23.1 Consent of Davis, Graham & Stubbs LLP (included in Exhibit 5.1)

99.1 Press release, dated as of July 22, 2020

104 Cover Page Interactive Data File - the cover page interactive data file
does not appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document in Exhibit 101

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