8-K

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): August 25, 2021 (August 25, 2021)

CoreCivic, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-16109

62-1763875

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

5501 Virginia Way

Brentwood, Tennessee

37027

(Address of principal executive offices)

(Zip Code)

(615) 263-3000

(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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock

CXW

New York Stock Exchange

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 1.02

Termination of Material Definitive Agreement

On August 25, 2021, CoreCivic, Inc. (the “Company”) terminated its Amended and Restated Equity Offering Sales Agreement by and among the Company and the agents set forth therein (the “Agents”) dated August 28, 2018 (the “Sales Agreement”). The Sales Agreement provided that the Company may sell shares of its common stock, par value $0.01 per share (the “Common Stock”), from time to time, having an aggregate gross sales price not to exceed $200,000,000 through an “at the market” equity offering program under which the Agents acted as sales agent. No sales of the Company’s Common Stock were made under the Sales Agreement, and the Company decided to terminate the Sales Agreement as the registration statement on Form S-3 (File No. 333-227078) that the Company filed with the Securities and Exchange Commission on August 28, 2018, will expire this month, and the Company has no current plans to issue any shares of Common Stock.

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 28, 2018.

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, hereunto duly authorized.


Date: August 25, 2021	CORECIVIC, INC.

	By:	/s/ David Garfinkle
		David Garfinkle
		Executive Vice President and Chief Financial Officer

CoreCivic, Inc. filed SEC Form 8-K: Termination of a Material Definitive Agreement