Item 1.01
Entry into a Material Definitive Agreement
On June 9, 2017, Southern Missouri Bancorp, Inc. (the “Company”) entered into an At the Market Issuance Sales Agreement (the “Sales Agreement”) with Keefe, Bruyette & Woods, Inc.
A Stifel Company
(
the “distribution agent”
). Pursuant to the Sales Agreement, KBW will act as the Company’s
distribution
agent with respect to an at-the-market public offering (the "Offering"), at any time and from time to time, of the Company’s common stock, par value $0.01 per share (the “Shares”). The Company has authorized the sale, at its discretion, of Shares in an aggregate offering amount up to $25,000,000 under the Sales Agreement.
Sales of the Shares, if any, through the
distribution
agent will be made directly on the NASDAQ Global Market, on any other existing trading market for the Shares, to or through a market maker, or by any other method permitted by law, including 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. 333-202963), which was previously declared effective by the Securities and Exchange Commission, and the related prospectus and prospectus supplement.
The Company or the
distribution
agent, under certain circumstances and upon notice to the other, may suspend the sale of Shares under the Sales Agreement or terminate the Sales Agreement. The Sales Agreement will automatically terminate when the sale of Shares reaches an aggregate offering amount equal to $25,000,000, or sooner if either the Company or the
distribution
agent terminates the Sales Agreement.
The Company will pay the sales agent a commission equal to 2.5% of the gross proceeds from any sale of the Shares sold pursuant to the Sales Agreement.
The Sales Agreement contains certain customary representations, warranties and covenants between the parties. These representations, warranties and covenants are not factual information to investors about the Company. In addition, the Company has agreed to indemnify
the distribution agent
against certain
civil
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 Shares or any other securities of the Company, nor shall there be any offer, solicitation or sale of the Shares or any other securities of the Company 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.