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AANC Andover National

Filed: 1 Feb 21, 6:13am

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

  

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 28, 2021

  

ANDOVER NATIONAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Delaware 000-55882 83-2216345
(State of Other Jurisdiction of
Incorporation)
 (Commission File Number) (IRS Employer
Identification No.)

 

333 Avenue of the Americas, Suite 2000
Miami, FL
 33131-2185
(Address of Principal Executive Offices) (Zip Code)

   

Registrant’s telephone number, including area code: (786) 871-3333

 

(Former Name or Former Address, if Changed Since Last Report)

 

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:

 

¨Written communications pursuant to Rule 425 under the Securities Act

  

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act

  

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

  

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Indicate by check mark whether the registrant is 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 x

  

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. ¨

 

Securities registered under Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Not Applicable Not Applicable Not Applicable

   

 

 

   

 

  

Item 1.01Entry into a Material Definitive Agreement

 

As previously disclosed in a Current Report on Form 8-K filed by Andover National Corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on December 11, 2019, the Company entered into subscription agreements (the “Subscription Agreements”) with certain accredited investors (the “Investors”), pursuant to which the Company, in a private placement (the “Private Placement”), issued and sold to the Investors an aggregate of 122,684 shares (the “Shares”) of its Class A Common Stock, par value $0.001 per share, at an offering price of $11.00 per Share, for gross proceeds to the Company of $1,349,524.

 

Also as previously disclosed in a Current Report on Form 8-K filed by the Company with the SEC on January 30, 2020, on December 31, 2019, the Company entered into Subscription Agreements with additional Investors and issued and sold an aggregate of 59,651 Shares to such additional Investors for total gross proceeds to the Company of $656,161. In addition, on January 30, 2020, the Company entered into Subscription Agreements with additional Investors (including Peter Cohen, the Company’s Chief Executive Officer, and Milun Patel, the Company’s Chief Financial Officer) and issued and sold an aggregate of 39,628 Shares to such additional Investors for total gross proceeds to the Company of $435,908.

 

Also as previously disclosed in a Current Report on Form 8-K filed by the Company with the SEC on January 31, 2020, on January 31, 2020, the Company entered into a Subscription Agreement with an additional Investor and issued and sold an aggregate of 90,910 Shares to such additional Investor for total gross proceeds to the Company of $1,000,010.

 

Also as previously disclosed in a Current Report on Form 8-K filed by the Company with the SEC on December 14, 2020, on November 24, 2020, the Company entered into Subscription Agreements with additional Investors and issued and sold an aggregate of 93,182 Shares to such additional Investors for total gross proceeds to the Company of $1,025,002. In addition, on December 9, 2020, the Company entered into a Subscription Agreement with an additional Investor and issued and sold an aggregate of 50,000 Shares to such additional Investor for total gross proceeds to the Company of $550,000. In addition, on December 14, 2020, the Company entered into Subscription Agreements with additional Investors and issued and sold an aggregate of 31,818 Shares to such additional Investors for total gross proceeds to the Company of $349,998.

 

Also as previously disclosed in a Current Report on Form 8-K filed by the Company with the SEC on January 4, 2021, on December 18, 2020, the Company entered into Subscription Agreements with two additional Investors and issued and sold an aggregate of 93,638 Shares to such additional Investors for total gross proceeds to the Company of $1,030,108. In addition, on December 30, 2020, the Company entered into Subscription Agreements with four additional Investors and issued and sold an aggregate of 200,000 Shares to such additional Investors for total gross proceeds to the Company of $2,200,000.

 

On January 11, 2021, the Company entered into a Subscription Agreement with an additional Investor and issued and sold and aggregate of 1,820 Shares to such additional Investor for total gross proceeds to the Company of $20,020. In addition, on January 28, 2021, the Company entered into Subscription Agreements with nine additional Investors and issued and sold an aggregate of 906,180 Shares to such additional Investors for total gross proceeds to the Company of $9,967,980.

  

The Shares issued and sold pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. The Shares were issued in reliance upon the exemptions from registration under the Securities Act provided by Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder. The Investors are “accredited investors” as that term is defined in Rule 501 of Regulation D and acquired the Shares for investment only and not with a present view toward, or for resale in connection with, the public sale or distribution thereof.

 

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company.

 

The foregoing description of the Subscription Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Form of Subscription Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

 

Item 3.02Unregistered Sales of Equity Securities

 

The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02.

 

Item 9.01Financial Statements and Exhibits

 

(d)Exhibits

 

The following exhibits are included with this Current Report on Form 8-K

 

10.1Form of Subscription of Agreement (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 11, 2019 (File No. 000-55882)).

 

   

 

  

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.

  

 ANDOVER NATIONAL CORPORATION
  
Date: February 1, 2021By:/s/ Jeffrey C. Piermont
 Name:Jeffrey C. Piermont
 Title:President and Chief Operating Officer