ARTNA 8-K
Artesian Resources Corp (ARTNA)
8-K
2023-05-22
For: 2023-05-18
View Original
Added on
April 06, 2026
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): May 18, 2023
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
(Address of principal executive offices, including zip code)
(302 ) 453-6900
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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):
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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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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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 8.01 Other Events.
On May 18, 2023, Artesian Resources Corporation (“Artesian”) issued a press release announcing a proposed public offering of shares of our Class A
Non-Voting Common Stock, par value $1.00 per share (the “Offering”). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
On May 19, 2023, Artesian issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.2 to this
Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
Neither this Current Report on Form 8-K nor either press release constitutes an offer to sell or the solicitation of an offer to buy the securities
described herein or therein, nor shall there be any sale of such securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No.
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Exhibit
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Press Release dated May 18, 2023
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Press Release dated May 19, 2023
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104
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Cover Page Interactive Data File (embedded within Inline XBRL document)
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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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ARTESIAN RESOURCES CORPORATION
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Date: May 22, 2023
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By: /s/ David B. Spacht
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David B. Spacht
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Chief Financial Officer
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Artesian Resources Corporation Announces Common Stock Offering
Newark, DE, May 18, 2023 – Artesian Resources
Corporation (Nasdaq: ARTNA) (Artesian) announced today a proposed underwritten public offering of approximately 600,000 shares of its Class A Non-Voting
Common Stock. The Company also intends to grant the underwriters a 30-day option to purchase from Artesian up to an additional 90,000 shares of Class A Non-Voting Common Stock. The proposed offering is subject to market and other
conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. Janney Montgomery Scott LLC is acting as sole book-running manager.
Artesian currently intends to use the net proceeds of the offering for general corporate purposes, including its capital investment program and
repayment of outstanding indebtedness.
The proposed offering is being made pursuant to Artesian’s effective shelf registration statement (including a prospectus) previously filed with
the Securities and Exchange Commission (SEC) on September 29, 2022 and declared effective October 12, 2022. The offering of these securities will be made only by means of a prospectus and a related prospectus supplement. A preliminary
prospectus supplement relating to the offering has been filed with the SEC. A copy of the prospectus supplement and accompanying prospectus may be obtained by visiting EDGAR on the SEC’s website at www.sec.gov or by sending a request to
Janney Montgomery Scott LLC, 1717 Arch Street, Philadelphia, PA 19103, or by e-mail: [email protected]. Before you invest, you should read the prospectus supplement and accompanying prospectus, the registration statement, and the other
documents that Artesian has filed with the SEC for more complete information about Artesian and this offering. Investors may obtain these documents for free by visiting the SEC’s website at www.sec.gov.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these
securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Artesian Resources
Artesian Resources Corporation operates as the holding company of wholly-owned subsidiaries offering water and wastewater services, and related
business services, on the Delmarva Peninsula. Artesian Water Company, the principal subsidiary, is the oldest and largest regulated water utility on the Delmarva Peninsula and has been providing water service since 1905. Artesian supplies 8.7
billion gallons of water per year through 1,442 miles of water main to over a third of Delawareans.
Forward Looking Statements:
This release contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding, among other
things, the completion, timing and size of Artesian’s proposed public offering and the intended use of proceeds. These statements involve risks and uncertainties that could cause actual results to differ materially from those expressed or
implied by such forward-looking statements including: factors associated with market conditions and the satisfaction of customary closing conditions related to the proposed public offering. While Artesian may elect to update its
forward-looking statements, Artesian specifically disclaims any obligation to do so and you should not rely on any forward-looking statements as a representation of Artesian’s views as of any date subsequent to the date of this release. More
information concerning forward-looking statements can be found in Artesian’s SEC filings with the SEC at sec.gov.
Contact:
Nicki Taylor
Investor Relations
(302) 453-6900
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Artesian Resources Corporation Announces Pricing of Public Offering of Common Stock
Newark, DE, May 19, 2023 – Artesian Resources Corporation (Nasdaq: ARTNA) (Artesian or the Company) announced today that it has priced a firm commitment
underwritten public offering of 695,650 shares of the Company’s Class A Non-Voting Common Stock at a purchase price of $50 per share for an aggregate gross offering amount of approximately $34.8 million. The offering is expected to close on or
about May 23, 2023, subject to customary closing conditions. The Company has also granted the underwriter a 30-day option to purchase from Artesian up to an additional 104,348 shares of Class A Non-Voting Common Stock at the public offering
price, less the underwriting discount. Janney Montgomery Scott LLC is acting as sole book-running manager.
Artesian currently intends to use the net proceeds of the offering for general corporate purposes,
including its capital investment program and repayment of outstanding indebtedness.
The proposed offering is being made pursuant to Artesian’s effective shelf registration statement
(including a prospectus) previously filed with the Securities and Exchange Commission (SEC) on September 29, 2022 and declared effective October 12, 2022 (Registration No. 333-266821). The offering of these securities will be made only by means of
a prospectus and a related prospectus supplement. A preliminary prospectus supplement relating to the offering has been filed with the SEC. A copy of the prospectus supplement and accompanying prospectus may be obtained by visiting EDGAR on the
SEC’s website at www.sec.gov or by sending a request to Janney Montgomery Scott LLC, 1717 Arch Street, Philadelphia, PA 19103, or by e-mail at: [email protected]. Before you invest, you should read the prospectus supplement and accompanying
prospectus, the registration statement, and the other documents that Artesian has filed with the SEC for more complete information about Artesian and this offering. Investors may obtain these documents for free by visiting the SEC’s website at
www.sec.gov.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any
securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or
jurisdiction.
About Artesian Resources
Artesian Resources Corporation operates as the holding company of wholly-owned subsidiaries offering water
and wastewater services, and related business services, on the Delmarva Peninsula. Artesian Water Company, the principal subsidiary, is the oldest and largest regulated water utility on the Delmarva Peninsula and has been providing water service
since 1905. Artesian supplies 8.7 billion gallons of water per year through 1,442 miles of water main to over a third of Delawareans.
Forward Looking Statements:
This release contains forward looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995 regarding, among other things, the completion, timing and size of Artesian’s proposed public offering and the intended use of proceeds. These statements involve risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements including: factors associated with market conditions and the satisfaction of customary closing conditions related to the proposed public offering. While Artesian may
elect to update its forward-looking statements, Artesian specifically disclaims any obligation to do so and you should not rely on any forward-looking statements as a representation of Artesian’s views as of any date subsequent to the date of this
release. More information concerning forward-looking statements can be found in Artesian’s SEC filings with the SEC at www.sec.gov.
Contact:
Nicki Taylor
Investor Relations
(302) 453-6900