Nanophase Technologies Corp Files 8-K

TL;DR

Nanophase Tech filed an 8-K on March 1st covering material agreements, financials, and equity sales.

AI Summary

On March 1, 2024, Nanophase Technologies Corporation entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported on its results of operations and financial condition. Additionally, the filing addresses unregistered sales of equity securities and material modifications to the rights of security holders.

Why It Matters

This 8-K filing indicates significant corporate actions and financial updates for Nanophase Technologies Corporation, potentially impacting investors and stakeholders.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and regulatory risks.

Key Players & Entities

• Nanophase Technologies Corporation (company) — Registrant
• March 1, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $400 — tock") at a purchase price per share of $400, for total consideration of $6,000,000,
• $6,000,000 — are of $400, for total consideration of $6,000,000, in a transaction exempt from registrat
• $0.01 — f the Company's common stock, par value $0.01 per share (the "Common Stock"), it may
• $420 — premium, at a redemption price equal to $420 per share (each, a "Redemption"). If th

Filing Documents

• nanophase-8k_030124.htm (8-K) — 36KB
• ex3-1.htm (EX-3.1) — 37KB
• ex10-1.htm (EX-10.1) — 71KB
• ex10-2.htm (EX-10.2) — 8KB
• ex10-3.htm (EX-10.3) — 8KB
• ex10-4.htm (EX-10.4) — 7KB
• ex99-1.htm (EX-99.1) — 17KB
• ex99-1_img001.jpg (GRAPHIC) — 15KB
• ex99-1_img002.jpg (GRAPHIC) — 6KB
• 0001999371-24-003109.txt ( ) — 424KB
• nanx-20240301.xsd (EX-101.SCH) — 3KB
• nanx-20240301_lab.xml (EX-101.LAB) — 34KB
• nanx-20240301_pre.xml (EX-101.PRE) — 22KB
• nanophase-8k_030124_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On March 1, 2024, Nanophase Technologies Corporation (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement"), between the Company and Strandler, LLC ("Strandler"). Strandler is an affiliate of Mr. Bradford T. Whitmore, our controlling shareholder and brother of Ms. Janet R. Whitmore, one of our directors. Pursuant to the Purchase Agreement, the Company issued to Strandler 15,000 shares of the Company's Series X Preferred Stock (the "Series X Preferred Stock") at a purchase price per share of $400, for total consideration of $6,000,000, in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof . The terms of the Preferred Stock are set forth in the Company's Certificate of Designations to its Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on March 4, 2024 (the "Certificate of Designations"). Under the Purchase Agreement, the Company granted Strandler customary registration rights with respect to shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), it may receive in connection with any conversion of Series X Preferred Stock into Common Stock, as described below. For so long as any amount of Preferred Stock is outstanding, the Purchase Agreement also (i) prevents the Company from paying any dividend on any shares of the Company's capital stock (other than dividends consisting solely of Common Stock or rights to purchase Common Stock), (ii) prevents the Company from repurchasing any Common Stock, and (iii) subject to certain permitted exceptions, restricts the Company's ability to permit any lien or other encumbrance on Company assets. At any time and from time to time, in whole or in part, following the Company properly filing an amendment (the "Certificate Amendment") to its Certificate of Incorporation to

02. Results of Operations and Financial

Item 2.02. Results of Operations and Financial Condition. On March 5, 2024, the Company issued a press release announcing certain financial and operational results for the fiscal quarter and year ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 and Item 9.01, including the press release furnished as Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.

02 Unregistered

Item 3.02 Unregistered Sale of Equity Securities. The foregoing discussion of the Purchase Agreement, the terms thereof, and the transactions contemplated thereby is hereby incorporated by reference into this Item 3.02.

03 Material

Item 3.03 Material Modifications to the Rights of Security Holders. The foregoing discussion of the Certificate of Designations, the terms thereof, and the transactions contemplated thereby is hereby incorporated by reference into this Item 3.03.

03 Amendments

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The foregoing discussion of the Certificate of Designations, the terms thereof, and the transactions contemplated thereby is hereby incorporated by reference into this Item 5.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Designations, filed March 4, 2024. 10.1 Securities Purchase Agreement, dated March 1, 2024. 10.2 Term Loan Agreement Amendment, dated March 1, 2024. 10.3 A&R Loan Agreement Amendment, dated March 1, 2024 10.4 Revolving Loan Agreement Amendment, dated March 1, 2024. 99.1 Press Release, dated March 5, 2024. 104 Cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

SIGNATURES

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. Dated: March 5, 2024 NANOPHASE TECHNOLOGIES CORPORATION By: /s/ JESS JANKOWSKI Name: Jess Jankowski Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR