UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.02 | Termination of a Material Definitive Agreement. |
In connection with the closing of the offering described in Item 8.01 of this Current Report on Form 8-K, on February 5, 2021, Quantum Corporation (the “Company”) notified B. Riley Securities, Inc. (“B. Riley”) of its election to terminate its At Market Issuance Sales Agreement, dated November 25, 2020, by and between the Company and the B. Riley (the “Sales Agreement”). Pursuant to such notice, the Sales Agreement will terminate effective as of February 10, 2021.
Pursuant to the Sales Agreement, the Company was entitled to offer and sell, from time to time through B. Riley, as agent and/or principal, up to $50 million of shares of its common stock, par value $0.01 per share, in an “at the market” offering program (the “ATM Program”). No sales have been made under the ATM Program.
B. Riley Financial, Inc., the parent company of B. Riley, was the beneficial owner of approximately 20.6% of shares of the Company’s common stock prior to the closing of the offering described in Item 8.01 of this Current Report on Form 8-K, including shares owned indirectly through B. Riley or other subsidiaries of B. Riley Financial, Inc. In addition, John A. Fichthorn, a member of the Company’s board of directors, was Head of Alternative Investments at B. Riley Capital Management, LLC, a wholly-owned subsidiary of B. Riley Financial, Inc., from April 2017 until May 2020. In May 2020, Mr. Fichthorn became a consultant for B. Riley Capital Management, LLC. Such consultancy concluded on November 30, 2020.
| Item 8.01 | Other Events. |
On February 8, 2021, the Company closed its previously announced offering of 15,109,489 shares of its common stock, which includes the full exercise of the underwriters’ option to purchase 1,970,803 additional shares of common stock, at a price to the public of $6.85 per share, pursuant to an underwriting agreement with B. Riley, dated as of February 3, 2021.
On February 8, 2021, the Company issued a press release regarding the closing, a copy of which is filed as an exhibit to and incorporated by reference into this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Press Release issued by Quantum Corporation, dated February 8, 2021 | |
| 104 | Cover page interactive data file, submitted using inline XBRL | |
SIGNATURE
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 thereunto duly authorized.
| Quantum Corporation | ||||||
| (Registrant) | ||||||
| February 8, 2021 | /s/ J. Michael Dodson | |||||
| (Date) |
J. Michael Dodson | |||||
| Chief Financial Officer | ||||||
| (Principal Financial Officer) | ||||||