Global Water Resources Inc.
10/06/2025 | Press release | Distributed by Public on 10/06/2025 15:19
Material Agreement, Private Placement (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
On September 30, 2025, Global Water Resources, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with the purchasers identified on the signature pages thereto (collectively, the "Purchasers") for the issuance and sale by the Company of an aggregate of 1,270,572 shares of the Company's common stock (the "Shares") to the Purchasers in an offering (the "Private Placement") exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 promulgated thereunder. Each of the Purchasers is an "accredited investor" as defined in Rule 501(a) under the Securities Act.
The Purchasers included, among others, Levine Investments Limited Partnership ("LILP") and Andrew M. Cohn. The general partner of LILP is Keim Inc. ("Keim"). Jonathan L. Levine, a member of the Company's board of directors, is a limited partner of LILP, owns 50% of the voting shares of Keim and is a director and President of Keim. Mr. Levine is also a significant stockholder (through LILP) of the Company. Mr. Cohn, a member of the Company's board of directors, is the Director of Real Estate for LILP and a significant stockholder of the Company. LILP, Mr. Levine and Mr. Cohn are parties to that certain standstill agreement previously entered into with the Company on March 19, 2021, as described in the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on March 24, 2021.
Pursuant to the Securities Purchase Agreement, the Purchasers purchased the Shares at a purchase price (determined in accordance with Nasdaq rules relating to the "market value" of the Company's common stock) of $10.30 per share, which was equal to the consolidated closing bid price reported by Nasdaq immediately preceding the time the Company entered into the Securities Purchase Agreement, for an aggregate purchase price of approximately $13.1 million. The Securities Purchase Agreement includes customary representations, warranties and covenants by the parties to the agreement.
The foregoing description of the Securities Purchase Agreement is only a summary and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
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