Global Water Resources Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
$GWRS
Water Supply
Utilities
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): March 25, 2025
(Exact name of registrant as specified in its charter)
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| Item 8.01 | Other Events | ||||
On March 27, 2025, Global Water Resources, Inc. (the “Company”) closed an underwritten public offering (the “Offering”) of 3,220,000 shares of its common stock, par value $0.01 per share (the “Shares”). The Shares were issued and sold pursuant to an underwriting agreement (the “Underwriting Agreement”), dated March 26, 2025, by and between the Company and Roth Capital Partners, LLC, as representative of the several underwriters listed in Schedule I thereto (collectively, the “Underwriters”), at a public offering price per share of $10.00. The Shares include 420,000 shares issued and sold pursuant to the Underwriters’ exercise in full of their option to purchase additional shares of common stock pursuant to the Underwriting Agreement. Certain existing stockholders, including certain directors and/or their affiliates, purchased an aggregate of 1,439,200 Shares in the Offering.
The Company received net proceeds of approximately $30.8 million from the Offering after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
The Offering was made pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-273896), previously filed with the Securities and Exchange Commission on August 10, 2023 (declared effective August 31, 2023), and a prospectus supplement. The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete statement of the rights and obligations of the parties under the Underwriting Agreement and the transactions contemplated thereby, and is qualified in its entirety by reference to the Underwriting Agreement that is attached hereto as Exhibit 1.1. A copy of the opinion of Snell & Wilmer L.L.P. relating to the legality of the issuance and sale of the Shares is attached hereto as Exhibit 5.1.
On March 25, 2025, the Company issued a press release announcing the launch of the Offering. A copy of the Company’s press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
On March 26, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the Company’s press release is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
On March 27, 2025, the Company issued a press release announcing the completion of the Offering. A copy of the Company’s press release is attached hereto as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits
| Exhibit No. | Description | |||||||
| 1.1 | ||||||||
| 5.1 | ||||||||
| 23.1 | ||||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 99.3 | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||
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.
| GLOBAL WATER RESOURCES, INC. | ||||||||
| Date: March 27, 2025 | /s/ Michael J. Liebman | |||||||
| Michael J. Liebman | ||||||||
| Chief Financial Officer | ||||||||