Item 8.01 Other Events.
On
Upon delivery of a "Sales Notice" under and subject to the terms and conditions of the Offering Agreement, the "Designated Manager" of the Managers under the Offering Agreement may sell the Shares by methods deemed to be an "at-the-market" offering as defined in Rule 415 promulgated under the United States Securities Act of 1933, as amended (the "Securities Act"), including sales made directly on the NYSE American (the "NYSE American"), the existing trading market for our common stock, sales made to or through a market maker other than on an exchange or otherwise, directly to the sales agent as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law. Subject to the terms and conditions of the Offering Agreement, the Managers will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell the Shares from time to time, based upon the Company's instructions, subject to applicable state and federal laws, rules and regulations, and the rules of the NYSE American.
The Company is not obligated to, and the Company cannot provide any assurances that it will, make any sales of the Shares under the Offering Agreement. The Offering Agreement will terminate upon the earlier of (i) sale of all shares of our shares of common stock provided for in the prospectus supplement, or (ii) the termination of the Offering Agreement as permitted therein. The Offering Agreement may be terminated by the Lead Manager or the Company at any time in their sole discretion upon 5 days' prior written notice to the other party.
The Company will pay the Designated Manager a commission of 2.25% of the gross
proceeds from the sale of Shares, and has agreed to provide the Managers with
customary indemnification and contribution rights. Pursuant to the Offering
Agreement, the Company agreed to reimburse the Lead Manager for certain
specified expenses, including the fees and disbursements of its legal counsel,
in an amount not to exceed
The description of the Offering Agreement does not purport to be complete and is
qualified in its entirety by reference to the Offering Agreement that was filed
as Exhibit 1.2 to the Registration Statement filed with the
The opinion of the Company's counsel regarding the validity of the Shares that will be issued pursuant to the Offering Agreement is filed herewith as Exhibit 5.1.
The Shares will be issued pursuant to: the Company's Registration Statement,
previously filed, which was declared effective by the
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The Company cautions you that statements included in this report that are not a
description of historical facts are forward-looking statements. These
forward-looking statements include statements regarding the ability to sell
Shares and raise additional funds pursuant to the Offering Agreement. The
inclusion of forward-looking statements should not be regarded as a
representation by the Company that any of these results will be achieved. Actual
results may differ from those set forth in this report due to the risks and
uncertainties associated with market conditions and the satisfaction of pre-sale
conditions under the Offering Agreement, as well as risks and uncertainties
inherent in the Company's business, including those described in the Company's
periodic filings with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits 1.2 At The Market Offering Agreement, datedMay 14, 2021 by and betweenUranium Energy Corp. ,H.C. Wainwright & Co., LLC ,TD Securities (USA) Inc. ,Haywood Securities (USA) Inc. ,Roth Capital Partners, LLC ,Eight Capital andBMO Capital Markets Corp. (1) 5.1 Opinion ofMcMillan LLP . 23.1 Consent ofMcMillan LLP (included in Exhibit 5.1). Notes:
(1) Incorporated by reference to our Registration Statement on Form S-3 filed
with the
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