UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): January 4, 2021 (December 31, 2020)

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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 

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. ☐

Securities registered pursuant to Section 12(b) of the Act: None

ITEM 8.01. OTHER EVENTS

On December 31, 2020, Aerkomm Inc. (the “Company”) completed an initial closing of a “best efforts” underwritten public offering (the “Offering”) of its common stock, par value $0.001 per share (the “Common Stock”), in which the Company issued and sold 96,160 shares of Common Stock at a price per share of Euro 20.50, or approximately U.S.$25.00, for gross proceeds of Euro 1,971,280, or U.S. $2,403,778. The sole underwriter for the Offering was Invest Securities SA, who has entered into a sub-placement agent agreement with Yuanta Securities (Hong Kong) Company Limited.

The material terms of the Offering are described in the prospectus, dated November 5, 2020, filed by the Company with the Securities and Exchange Commission (the “Commission”) on November 12, 2020, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). The Offering is registered with the Commission pursuant to a Registration Statement on Form S-1, as amended (File No. 333-237942), initially filed by the Company on April 30, 2020 (the “Registration Statement”) and declared effective by the Commission on November 6, 2020.

Although the shares offered by the prospectus were registered under the Securities Act, no shares were or will be offered, sold or delivered within the United States or to U.S. persons (as defined in Regulation S under the Securities Act (“Regulation S”)), and no directed selling efforts (as defined in Regulation S) in the United States relating to the Company or the Offering will be made. The shares offered by the prospectus are only being offered, sold and delivered to non-U.S. persons (as defined in Regulation S) in offshore transactions (as defined in Regulation S) outside the United States.

Additional closings of the Offering may be held from time to time until March 6, 2021, which date may be extended until April 5, 2021 and further extended for up to an additional 45 days if the over-subscription option is exercised.

The Common Stock is listed on the OTC Markets Group Inc. OTCQX Best Market and on the Professional Segment of the regulated market of Euronext Paris under the symbol “AKOM.” 

With respect to the Offering, the Company entered into a “best efforts” underwriting agreement (the “Underwriting Agreement”) with Invest Securities SA (the “Underwriter”). The Underwriting Agreement provides for the offer and sale of up to 1,951,219 shares of Common Stock on a best efforts basis, at the public offering price of €20.50 per share, less underwriting commissions. Under the terms of the Underwriting Agreement, the underwriter is not required to sell any specific number of shares in the Offering and is under no obligation to purchase any shares in the Offering for its own account. The Company has granted the Underwriter the option for a period of 45 days to purchase up to an additional 15% of the total number of shares of Common Stock to be offered by the Company in the Offering at the public offering price, less underwriting commissions, solely to cover over-subscriptions, if any.

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriter against certain liabilities and to contribute to payments the Underwriter may be required to make because of any of those liabilities.

The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a form of which is filed as Exhibit 1.1 to the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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