Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): November 23,
2020
HF ENTERPRISES INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-39732
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83-1079861
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(State
of incorporation or organization)
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(Commission
File
Number)
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(IRS
Employer Identification No.)
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4800 Montgomery Lane, Suite 210
Bethesda, Maryland 20814
(Address of principal executive offices) (Zip
Code)
Registrant’s
telephone number, including area code: 301-971-3940
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common
Stock, $0.001 par value
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HFEN
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The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement
On
November 23, 2020, HF Enterprises Inc., a Delaware corporation (the
“Company”), entered into an underwriting agreement (the
“Underwriting Agreement”) with Aegis Capital Corp., as
representative of the underwriters (“Aegis”), pursuant
to which the Company agreed to sell to the underwriters in a firm
commitment underwritten public offering (the
“Offering”) an aggregate of 2,160,000 shares of the
Company’s common stock, par value $0.001 per share (the
“Common Stock”), at an initial public offering price of
$7.00 per share. Aegis has a 60 day over-allotment option to
purchase up to an additional 324,000 shares of Common Stock at the
initial public offering price. The Offering closed on November 27,
2020.
The
Offering was the Company’s initial public offering and the
shares began trading on The Nasdaq Capital Market on November 24,
2020 under the symbol “HFEN.” The shares were offered
by the Company pursuant to a registration statement on Form S-1, as
amended (File No. 333-235693), filed with the Securities and
Exchange Commission (the “Commission”), which was
declared effective by the Commission on November 12, 2020 (the
“Registration Statement”). Aegis acted as lead
book-running manager for the Offering and Westpark Capital, Inc.
acted as co-manager.
The net
proceeds to the Company from the Offering, after deducting the
underwriting discount, underwriters’ fees and expenses and
other expenses of the offering, were approximately $12.7 million.
The Company anticipates using the net proceeds from the Offering
primarily to fund possible acquisitions of new companies and
properties, and for working capital and other general corporate
purposes.
Also,
under the terms of the Underwriting Agreement, the Company, upon
closing of the Offering, issued to Aegis a warrant (the
“Representative’s Warrant”) to purchase an
aggregate of 108,000 shares of common stock (5% of the total shares
issued in the Offering). The Representative’s Warrant is
exercisable at a per share price of $9.80 (equal to 140% of the
initial public offering price of the Common Stock) and is
exercisable at any time and from time to time, in whole or in part,
during the four year period commencing from the date of
issuance.
The
Underwriting Agreement contains customary representations and
warranties that the parties made to, and solely for the benefit of,
the other party in the context of all of the terms and conditions
of that agreement and in the context of the specific relationship
between the parties. The provisions of the Underwriting Agreement,
including the representations and warranties contained therein, are
not for the benefit of any party other than the parties to such
agreements and are not intended as documents for the investors and
the public to obtain factual information about the current state of
affairs of the parties to those documents and agreements. Rather,
investors and the public should look to other disclosures contained
in the Company’s filings with the Commission.
The
foregoing summary of the terms of the Underwriting Agreement and
the Representative’s Warrant are subject to, and qualified in
their entirety by reference to, copies of the Underwriting
Agreement and the form of the Representative’s Warrant that
are filed as Exhibit 1.1 and 4.1, respectively, to this Current
Report on Form 8-K and are incorporated herein by
reference.
Item 8.01. Other Events.
On
November 23, 2020, the Company issued a press release announcing
the pricing of the Offering. On November 27, 2020, the Company
issued a press release announcing the closing of the Offering.
Copies of these press releases are attached hereto as Exhibit 99.1
and Exhibit 99.2, respectively, and are incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibit
(d)
Exhibits.
The
following exhibits are filed with this Current Report on Form
8-K:
Exhibit
Number
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Description
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Underwriting
Agreement, dated November 23, 2020
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Form of
Representative’s Warrant
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Press
Release dated November 23, 2020
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Press
Release dated November 27, 2020
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SIGNATURE
Pursuant to the
requirements of Section 12 of the Securities Exchange Act of 1934,
the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly
authorized.
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HF
ENTERPRISES INC.
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Date:
November 27, 2020
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By:
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/s/ Chan Heng
Fai
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Name:
Chan Heng Fai
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Title:
Chairman of the Board and Chief
Executive Officer
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