Meridian Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
On February 20, 2025, Meridian Corporation (“Meridian Corporation” or the “Company”) entered into an Equity Distribution Agreement (the “Sales Agreement”) with D.A. Davidson & Co. (the “Distribution Agent”). Pursuant to the Sales Agreement, the Distribution Agent will act as the Company’s sales agent with respect to an offering and sale, at any time and from time to time, of the Company’s common stock, par value $1.00 per share (the “Shares”). The Company has authorized the sale, at its discretion, of up to 1,000,000 Shares in an aggregate offering amount under the Sales Agreement. Sales of the Shares, if any, through the Distribution Agent will be made directly on the NASDAQ Stock Market, LLC, on any other existing trading market for the Shares or to or through a market maker. In addition, with the Company’s prior consent, the Distribution Agent may also sell the Shares by any other method permitted by law, including, but not limited to, negotiated transactions. Sales may be made at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, and subject to such other terms as may be agreed upon at the time of sale.
The Shares will be sold and issued pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-279631), which was previously declared effective by the Securities and Exchange Commission, and the related prospectus and one or more prospectus supplements.
The Company or the Distribution Agent, under certain circumstances and upon notice to the other, may suspend the offering of the Shares under the Sales Agreement. The offering of the Shares pursuant to the Sales Agreement will terminate upon the sale of an aggregate of 1,000,000 Shares, or sooner if either the Company or the Distribution Agent terminates the Sales Agreement.
The Company will pay the Distribution Agent a commission equal to 2.75% of the gross proceeds from any sale of the Shares sold pursuant to the Sales Agreement and will reimburse the Distribution Agent for certain expenses incurred in connection with their services under the Sales Agreement up to a maximum aggregate of $75,000.
The Company made certain customary representations, warranties and covenants in the Sales Agreement concerning the Company and its subsidiaries and the registration statement, prospectus, prospectus supplement and other documents and filings relating to the offering of the Shares. In addition, the Company has agreed to indemnify the Distribution Agent against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
The foregoing description of the Sales Agreement is qualified in its entirety by reference to that agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K, including the exhibits filed herewith, shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
| Item 8.01. | Other Events. |
The Company is filing as Exhibit 5.1 to this Current Report on Form 8-K the legal opinion of Stradley Ronon Stevens & Young, LLP with respect to the validity of the Shares.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 5.1 | Opinion of Stradley Ronon Stevens & Young, LLP. | |
| 10.1 | Equity Distribution Agreement dated as of February 20, 2025, by and between the Company and D.A. Davidson & Co. | |
| 23.1 | Consent of Stradley Ronon Stevens & Young, LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| MERIDIAN CORPORATION (Registrant) | ||
| Dated: February 20, 2025 | ||
| By: | /s/ Denise Lindsay | |
| Denise Lindsay | ||
| Executive Vice President and Chief Financial Officer | ||