Item 8.01.Other Events
On
Sales of the Shares, if any, under the Distribution Agreements may be made in
transactions that are deemed to be "at-the-market offerings" as defined in Rule
415 under the Securities Act of 1933, as amended, including sales made directly
on the
Each Sales Agent will be entitled to a commission that will not exceed, but may be lower than, 2.0% of the gross offering proceeds of Shares sold through it as sales agent. Under the terms of each Distribution Agreement, the Company also may sell Shares to each Sales Agent as principal, pursuant to a separate agreement, for its own account at a price agreed upon in writing at the time of sale.
Each of the Sales Agents has agreed, subject to the terms and conditions of the applicable Distribution Agreement, to use its commercially reasonable efforts consistent with its normal sales practices to execute any order that the Company submits to it under the applicable Distribution Agreement and with respect to which such Sales Agent has agreed to act as the Company's sales agent.
The Company intends to use any net proceeds from the sale of its Shares under the Distribution Agreements to fund future acquisitions of farmland and for general corporate purposes, which may include originating secured loans to farmers.
The Shares will be issued pursuant to the Company's effective shelf registration
statement on Form S-3 (File No. 333-254834), and a prospectus supplement
relating to the Shares that was filed with the
The Baird Equity Distribution Agreement, the B. Riley Equity Distribution Agreement, the Janney Equity Distribution Agreement, the Jefferies Equity Distribution Agreement and the Raymond James Equity Distribution Agreement are filed as Exhibits 1.1, 1.2, 1.3, 1.4 and 1.5 respectively, to this Current Report on Form 8-K. The description of the Distribution Agreements does not purport to be complete and is qualified in its entirety by reference to the Distribution Agreements filed as exhibits to this Current Report on Form 8-K, which are incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Equity Distribution Agreement, datedMay 6, 2022 , by and amongFarmland Partners Inc. ,Farmland Partners Operating Partnership, LP andRobert W. Baird & Co. Incorporated . 1.2 Equity Distribution Agreement, datedMay 6, 2022 , by and amongFarmland Partners Inc. ,Farmland Partners Operating Partnership, LP and B. Riley Financial, Inc. 1.3 Equity Distribution Agreement, datedMay 6, 2022 , by and amongFarmland Partners Inc. ,Farmland Partners Operating Partnership, LP andJanney Montgomery Scott LLC 1.4 Equity Distribution Agreement, datedMay 6, 2022 , by and amongFarmland Partners Inc. ,Farmland Partners Operating Partnership, LP andJefferies LLC 1.5 Equity Distribution Agreement, datedMay 6, 2022 , by and amongFarmland Partners Inc. ,Farmland Partners Operating Partnership, LP andRaymond James & Associates, Inc. 5.1 Opinion ofMorrison & Foerster LLP regarding the legality of shares. 23.1 Consent ofMorrison & Foerster LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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