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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): June 21, 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 23, 2023, Artesian Resources Corporation (the “Company”) announced the closing of its previously announced underwritten public offering consisting of 695,650 shares of the Company’s Class A Non-Voting Common Stock (the “Class A Common Stock”), par value $1.00 per share, at a price to the public of $50 per share. On June 16, 2023, Janney Montgomery Scott LLC (the “Underwriter”) partially exercised its over-allotment option, purchasing an additional 67,689 shares of Class A Common Stock at the public offering price, less underwriting discounts and commissions. The net proceeds to the Company from the offering were approximately $3.24 million. All of the shares of Class A Common Stock sold in the offering were offered by the Company.

Janney Montgomery Scott LLC acted as the sole book-running manager for the offering.

Neither this Current Report on Form 8-K nor the exhibits attached hereto constitute 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
 
     
 



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: June 22, 2023
  
By:    /s/ David B. Spacht
  
   
David B. Spacht
  
   
Chief Financial Officer
  


EX-5 2 ex5.htm EX 5.1 MLB
Exhibit 5.1

June 21, 2023

Artesian Resources Corporation
664 Churchmans Road
Newark, Delaware 19702

Ladies and Gentlemen:

We have acted as counsel to Artesian Resources Corporation, a Delaware corporation (the “Company”), in connection with the offering of 67,689 shares (the “Shares”) of the Company’s Class A Common Stock, par value $1.00 per share. The Underwriting Agreement (the “Underwriting Agreement”), dated as of May 19, 2023, by and between the Company and Janney Montgomery Scott LLC (the “Underwriter”) granted the Underwriter an option to purchase the Shares within 30 days of the date of the Underwriting Agreement, which option was exercised by the Underwriter on June 16, 2023.
We have participated in the preparation of or reviewed (1) the Registration Statement on Form S-3 (Registration No. 333-266821) (the “Registration Statement”), which Registration Statement was filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”); (2) the prospectus dated September 29, 2022 (the “Base Prospectus”), forming a part of the Registration Statement, as supplemented by a prospectus supplement dated May 19, 2023 (the “Prospectus Supplement”), both such prospectus and prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Securities Act; (3) the Underwriting Agreement; (4) the Restated Certificate of Incorporation of the Company; (5) the Amended and Restated By-laws of the Company; and (6) such other corporate records, certificates and other documents (including a receipt executed on behalf of the Company acknowledging receipt of the purchase price for the Shares) and such questions of law as we have considered necessary or appropriate for the purposes of this opinion.
Based on the foregoing, we are of the opinion that the Shares have been validly issued, fully paid and non-assessable.
In rendering the foregoing opinion, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.
We hereby consent to the reference to us under the heading “Legal Matters” in the Prospectus Supplement, to the references to us in the Registration Statement, including under the heading “Legal Matters” in the Base Prospectus, and to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K to be filed on or about the date hereof, which will be incorporated by reference in the Registration Statement.  In giving the foregoing consents, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
This opinion is limited to the laws of the General Corporation Law of the State of Delaware and the federal laws of the United States insofar as they bear on matters covered hereby.
Very truly yours,

/s/ Morgan, Lewis & Bockius LLP