SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
August 30, 2021
SHARPS COMPLIANCE CORP.
Commission File No. 001-34269
(Exact Name Of Registrant As Specified In Its Charter)
(State Or Other Jurisdiction Of
Incorporation Or Organization)
9220 Kirby Drive, Suite 500
Houston, Texas 77054
(Address Of Principal Executive Offices)
Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|Title of Each Class||Trading Symbol||Name of Each Exchange on Which Registered|
|Common Shares, $0.01 Par Value||SMED||The NASDAQ Stock Market LLC|
Indicate by check mark whether the registrant is a an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
TABLE OF CONTENTS
Item 8.01 Other Events.
Item 9.01 Financial Statement and Exhibits.
Item 8.01 Other Events.
On August 30, 2021, Sharps Compliance Corp. (the “Company”) issued a press release announcing that it had sold, in a previously announced public offering, a total of 2,070,000 shares of the Company’s common stock, par value $0.01 per share, at a price to the public of $8.65 per share, including the exercise in full by the underwriters of their option to purchase an additional 270,000 shares.
The press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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.
Date: August 30, 2021
| SHARPS COMPLIANCE CORP.|
By: /s/ DIANA P. DIAZ
|Diana P. Diaz|
|Executive Vice President and Chief Financial Officer|
INDEX TO THE EXHIBITS
Sharps Compliance Corp. Closes $17.9 Million Underwritten Public Offering of Common Stock
Houston, TX – August 30, 2021 – Sharps Compliance Corp. (Nasdaq: SMED) (the “Company”) today announced the closing of its previously announced underwritten public offering of a total of 2,070,000 shares of its common stock at a public offering price of $8.65 per share, including the exercise in full by the underwriter of its option to purchase an additional 270,000 shares to cover over-allotments in connection with the offering. After the underwriting discount and before estimated offering expenses payable by the Company, the Company received net proceeds of approximately $17.0 million.
Roth Capital Partners is acting as sole manager for the offering.
Sharps Compliance Corp. intends to use the net proceeds from this offering for the acquisition of companies, businesses, or assets, as well as for general corporate purposes.
The offer and sale of the shares of common stock, as described above, have been registered under a shelf registration statement previously filed with and declared effective on June 30, 2021 by the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Copies of the final prospectus supplement and the accompanying base prospectus relating to this offering may be obtained from Roth Capital Partners, LLC, 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, (800) 678-9147 or by accessing the SEC’s website, www.sec.gov.
About Sharps Compliance Corp.
Sharps Compliance Corp. is a leading national healthcare waste management provider specializing in regulated waste streams including medical, pharmaceutical and hazardous. Our services facilitate the safe and proper collection, transportation and environmentally-responsible treatment of regulated waste from customers in multiple healthcare-related markets. The markets we manage are small to medium-size healthcare waste generators including professional offices (ambulatory surgical centers, physician groups, dentists and veterinarians), long-term care facilities, government agencies, home health care, retail clinics and immunizing pharmacies. Additionally, our mailback solutions are positioned to manage waste generated in the home setting such as sharps, lancets and ultimate-user medications which generates business relationships with pharmaceutical manufacturers and other markets to provide safe and proper disposal. Lastly, we maintain a strong distribution network for the sale of our solutions within the aforementioned markets.
Safe Harbor / Forward-Looking Statements
This press release contains “forward-looking statements” and “forward-looking information” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the proposed public offering and the intended use of proceeds from the offering. When used in this press release, the words “believes,” “plans,” “expects,” “will,” “intends,” and “anticipates” and similar expressions as they relate to the Company or its management are intended to identify forward-looking statements. These forward-looking statements are based on the beliefs of the Company’s management as well as assumptions made by and information currently available to the Company’s management and subject to risks and uncertainties that may cause actual results to differ materially, including competitive factors, general economic conditions, customer relations, relationships with vendors, governmental regulation and supervision, seasonality,
distribution networks, product introductions and acceptance, technological change, changes in industry practices, onetime events, the impact of the coronavirus COVID-19 pandemic and other risks detailed from time to time in our most recent Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission, including the “Risk Factors” section of the final prospectus supplement, and represent our views only as of the date they are made and should not be relied upon as representing our views as of any subsequent date. We do not assume any obligation to update any forward-looking statements.