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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): May 18, 2023

ARTESIAN RESOURCES CORP
(Exact name of registrant as specified in its charter)

Delaware
 
000-18516
 
51-0002090
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

664 Churchmans Road
Newark, Delaware 19702
(Address of principal executive offices, including zip code)

(302) 453-6900
(Registrant's telephone number, including area code)

Not Applicable
(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 (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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 Securities Exchange Act of 1934:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
 ARTNA
 NASDAQ

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 ☐

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. ☐
Item 8.01 Other Events.

On May 18, 2023, Artesian Resources Corporation (“Artesian”) issued a press release announcing a proposed public offering of shares of our Class A Non-Voting Common Stock, par value $1.00 per share (the “Offering”). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

On May 19, 2023, Artesian issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Neither this Current Report on Form 8-K nor either press release constitutes an offer to sell or the solicitation of an offer to buy the securities described herein or therein, nor shall there be any sale of such securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.
  
Exhibit
 
Press Release dated May 18, 2023
     
 
Press Release dated May 19, 2023
     
104
  
Cover Page Interactive Data File (embedded within Inline XBRL document)






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.

   
ARTESIAN RESOURCES CORPORATION
  
Date: May 22, 2023
  
By:    /s/ David B. Spacht
  
   
David B. Spacht
  
   
Chief Financial Officer
  


EX-99 2 pressrelease.htm PRESS RELEASE MAY 18
Artesian Resources Corporation Announces Common Stock Offering
 
Newark, DE, May 18, 2023 – Artesian Resources Corporation (Nasdaq: ARTNA) (Artesian) announced today a proposed underwritten public offering of approximately 600,000 shares of its Class A Non-Voting Common Stock.  The Company also intends to grant the underwriters a 30-day option to purchase from Artesian up to an additional 90,000 shares of Class A Non-Voting Common Stock.  The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.  Janney Montgomery Scott LLC is acting as sole book-running manager.
Artesian currently intends to use the net proceeds of the offering for general corporate purposes, including its capital investment program and repayment of outstanding indebtedness.
The proposed offering is being made pursuant to Artesian’s effective shelf registration statement (including a prospectus) previously filed with the Securities and Exchange Commission (SEC) on September 29, 2022 and declared effective October 12, 2022.  The offering of these securities will be made only by means of a prospectus and a related prospectus supplement. A preliminary prospectus supplement relating to the offering has been filed with the SEC. A copy of the prospectus supplement and accompanying prospectus may be obtained by visiting EDGAR on the SEC’s website at www.sec.gov or by sending a request to Janney Montgomery Scott LLC, 1717 Arch Street, Philadelphia, PA 19103, or by e-mail: prospectus@janney.com. Before you invest, you should read the prospectus supplement and accompanying prospectus, the registration statement, and the other documents that Artesian has filed with the SEC for more complete information about Artesian and this offering.  Investors may obtain these documents for free by visiting the SEC’s website at www.sec.gov.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
 
About Artesian Resources
Artesian Resources Corporation operates as the holding company of wholly-owned subsidiaries offering water and wastewater services, and related business services, on the Delmarva Peninsula. Artesian Water Company, the principal subsidiary, is the oldest and largest regulated water utility on the Delmarva Peninsula and has been providing water service since 1905. Artesian supplies 8.7 billion gallons of water per year through 1,442 miles of water main to over a third of Delawareans.
 
Forward Looking Statements:
This release contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding, among other things, the completion, timing and size of Artesian’s proposed public offering and the intended use of proceeds. These statements involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements including: factors associated with market conditions and the satisfaction of customary closing conditions related to the proposed public offering. While Artesian may elect to update its forward-looking statements, Artesian specifically disclaims any obligation to do so and you should not rely on any forward-looking statements as a representation of Artesian’s views as of any date subsequent to the date of this release.  More information concerning forward-looking statements can be found in Artesian’s SEC filings with the SEC at sec.gov.
 
Contact:
Nicki Taylor
Investor Relations
(302) 453-6900
ntaylor@artesianwater.com

EX-99 3 pressrelease2.htm PRESS RELEASE MAY 19
Artesian Resources Corporation Announces Pricing of Public Offering of Common Stock

Newark, DE, May 19, 2023 – Artesian Resources Corporation (Nasdaq: ARTNA) (Artesian or the Company) announced today that it has priced a firm commitment underwritten public offering of 695,650 shares of the Company’s Class A Non-Voting Common Stock at a purchase price of $50 per share for an aggregate gross offering amount of approximately $34.8 million.  The offering is expected to close on or about May 23, 2023, subject to customary closing conditions.  The Company has also granted the underwriter a 30-day option to purchase from Artesian up to an additional 104,348 shares of Class A Non-Voting Common Stock at the public offering price, less the underwriting discount. Janney Montgomery Scott LLC is acting as sole book-running manager.
Artesian currently intends to use the net proceeds of the offering for general corporate purposes, including its capital investment program and repayment of outstanding indebtedness.
The proposed offering is being made pursuant to Artesian’s effective shelf registration statement (including a prospectus) previously filed with the Securities and Exchange Commission (SEC) on September 29, 2022 and declared effective October 12, 2022 (Registration No. 333-266821).  The offering of these securities will be made only by means of a prospectus and a related prospectus supplement. A preliminary prospectus supplement relating to the offering has been filed with the SEC. A copy of the prospectus supplement and accompanying prospectus may be obtained by visiting EDGAR on the SEC’s website at www.sec.gov or by sending a request to Janney Montgomery Scott LLC, 1717 Arch Street, Philadelphia, PA 19103, or by e-mail at: prospectus@janney.com. Before you invest, you should read the prospectus supplement and accompanying prospectus, the registration statement, and the other documents that Artesian has filed with the SEC for more complete information about Artesian and this offering.  Investors may obtain these documents for free by visiting the SEC’s website at www.sec.gov.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Artesian Resources
Artesian Resources Corporation operates as the holding company of wholly-owned subsidiaries offering water and wastewater services, and related business services, on the Delmarva Peninsula. Artesian Water Company, the principal subsidiary, is the oldest and largest regulated water utility on the Delmarva Peninsula and has been providing water service since 1905. Artesian supplies 8.7 billion gallons of water per year through 1,442 miles of water main to over a third of Delawareans.

Forward Looking Statements:
This release contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding, among other things, the completion, timing and size of Artesian’s proposed public offering and the intended use of proceeds. These statements involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements including: factors associated with market conditions and the satisfaction of customary closing conditions related to the proposed public offering. While Artesian may elect to update its forward-looking statements, Artesian specifically disclaims any obligation to do so and you should not rely on any forward-looking statements as a representation of Artesian’s views as of any date subsequent to the date of this release.  More information concerning forward-looking statements can be found in Artesian’s SEC filings with the SEC at www.sec.gov.

              Contact:
              Nicki Taylor
              Investor Relations
              (302) 453-6900
              ntaylor@artesianwater.com