Item 1.01 Entry into a Material Definitive Agreement.
On May 23, 2014
, Superior Drilling Products, Inc.
, a Utah Corporation
"Company") entered into an Underwriting Agreement (the "Underwriting Agreement")
with Roth Capital Partners, LLC
, as representative of the several underwriters
named therein (the "Underwriters"), relating to the offer and sale of the
Company's common stock, par value $.001
per share (the "Common Stock"). The
Underwriting Agreement provides for the offer and sale (the "Offering") by the
Company, and purchase by the Underwriters, of 6,750,000 shares of Common Stock
at a price of $4.00
per share. Pursuant to the Underwriting Agreement, the
Company also granted the Underwriters a 45-day option (the "Underwriters'
Option") to purchase up to an additional 1,012,500 shares of Common Stock (the
"Option Shares") at the same price per share, to cover over-allotments, if any.
The material terms of the Offering are described in the prospectus, dated May
(the "Prospectus"), filed by the Company with the Securities and
(the "Commission") on May 27, 2014
, pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the "Securities Act").
Please See the "Underwriting Agreement" section of the Prospectus for a
description of the Underwriting Agreement's material terms.
The foregoing descriptions qualified in its entirety by reference to the full
text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this
Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
Item 99.1 Press Release.
A copy of a press release announcing the offering that was issued by the Company
on May, 23, 2014 is attached as Exhibit 99.1 to this report and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits
Number Description of the Exhibit
1.1 Underwriting Agreement, dated as of May 23, 2014, by and among
Superior Drilling Products Inc., and Roth Capital Partners, LLC, as
representative of the several underwriters named therein.
99.1 Press release, dated May 23, 2014.