Item 1.01 Entry into a Material Definitive Agreement.
On
Also on
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
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
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
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Placement Agency Agreement, dated as ofJuly 22, 2020 , by and betweenTellurian Inc. andRoth Capital Partners, LLC 5.1 Opinion ofDavis, Graham & Stubbs LLP 10.1 Form of Securities Purchase Agreement, dated as ofJuly 22, 2020 , by and betweenTellurian Inc. and the purchasers named therein 23.1 Consent ofDavis, Graham & Stubbs LLP (included in Exhibit 5.1) 99.1 Press release, dated as ofJuly 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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