UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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).
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| Item 1.01 | Entry Into a Material Definitive Agreement. |
On December 17, 2021, Tellurian Inc., a Delaware corporation (the “Company”), entered into a Distribution Agency Agreement (the “Distribution Agreement”) with T.R. Winston & Company, LLC (“T.R. Winston”). Pursuant to the terms of the Distribution Agreement, the Company may sell shares of its common stock, $0.01 par value per share, from time to time on the NYSE American or any other market for the common stock in the United States with T.R. Winston acting as agent (the “Equity Offering”). Under the Distribution Agreement as initially entered into, the maximum aggregate sales proceeds of the Equity Offering was $200,000,000. On April 7, 2022, the Company and T.R. Winston entered into an amendment to the Distribution Agreement pursuant to which the maximum aggregate sales proceeds of the Equity Offering was increased to $400,000,000. The terms of the Distribution Agreement, which were not otherwise changed by the amendment, are summarized in the Company’s Current Report on Form 8-K filed on December 17, 2021, which summary is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit
No. |
Description | |
| 1.1 | Distribution Agreement, dated as of December 17, 2021, by and between Tellurian Inc. and T.R. Winston & Company, LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on December 17, 2021). | |
| 1.2 | Amendment to Distribution Agreement, dated as of April 7, 2022, by and between Tellurian Inc. and T.R. Winston & Company, LLC. | |
| 5.1 | Opinion of Davis Graham & Stubbs LLP. | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document (included as Exhibit 101) |
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.
| TELLURIAN INC. | ||
| By: | /s/ L. Kian Granmayeh | |
| Name: | L. Kian Granmayeh | |
| Title: | Executive Vice President and Chief Financial Officer | |
Date: April 7, 2022