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Item 1.01
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Entry into a Material Definitive Agreement
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On February 11, 2021, Alpine 4 Technologies
Ltd., a Delaware corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain purchasers identified on the signature page thereto (the “Purchasers”), pursuant
to which the Company will sell to the Purchasers in a registered direct offering, an aggregate of 8,333,333 shares of the Company’s
Class A common stock (the “Common Stock”), for aggregate gross proceeds to the Company of $50,000,000, before
deducting fees to the placement agent and other estimated offering expenses payable by the Company. At the closing, the Company
shall issue an aggregate of 8,333,333 shares of our Common Stock (“Shares”)
Pursuant to the terms of the Purchase Agreement
and subject to certain exceptions, the Company agreed not to issue, enter into any agreement to issue or announce the issuance
or proposed issuance of any shares of Common Stock or Common Stock equivalents or file any registration statement or any amendment
or supplement, other than the prospectus supplement, registration statement or amendment to the registration statement relating
to the securities contemplated in the Purchase Agreement until 60 days after the closing date.
A.G.P./Alliance
Global Partners is serving as the placement agent in connection with the offering under the Purchase Agreement pursuant to the
terms of a placement agent agreement, dated February 11, 2021, between the Company and A.G.P (the “Placement Agent Agreement”)
and A.G.P will receive a cash fee of 7% of the aggregate gross proceeds raised from the sale of the Shares and a warrant to purchase
our Common Stock in an amount equal to 5% of the Shares from the offering (the “Placement Agent Warrant”). The
Placement Agent Warrant has an exercise price of $6.60 per share and are not exercisable until August 16, 2021, as well as certain
transfer restrictions pursuant to FINRA Rule 5110.
The
Company also reimbursed the Placement Agent for up to $100,000 of its legal and other expenses and paid the Placement Agent a
non-accountable expense allowance equal to 1% of the gross proceeds.
The Shares and the Placement Agent Warrant
are being offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3 previously filed with
the U.S. Securities and Exchange Commission and declared effective on February 10, 2021 (File No. 333-252539) (the “Registration
Statement”).
The Company has agreed to indemnify each
of the Purchasers against certain losses resulting from its breach of any representations, warranties or covenants under agreements
with the Purchasers, as well as under certain other circumstances described in the Purchase Agreement.
The
representations, warranties and covenants contained in the Purchase Agreement and Placement Agent Warrant were made solely for
the benefit of the parties to the Purchase Agreement and Placement Agent Warrant. In addition, such representations, warranties
and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and Placement
Agent Warrant and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what
may be viewed as material by shareholders of, or other investors in, the Company. Accordingly, the form of Purchase Agreement and
form of Placement Agent Warrant are filed with this report only to provide investors with information regarding the terms of transaction,
and not to provide investors with any other factual information regarding the Company. Shareholders should not rely on the representations,
warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company.
Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase
Agreement and Placement Agent Warrant, which subsequent information may or may not be fully reflected in public disclosures.
The
form of Purchase Agreement, form of Placement Agent Agreement, and form Placement Agent Warrant are filed as Exhibits 10.1, 10.2,
and 4.1, respectively, to this Current Report on Form 8-K. The foregoing summary of the terms of the Purchase Agreement,
Placement Agent Agreement, and Placement Agent Warrant is subject to, and qualified in its entirety by the form of Purchase Agreement,
form of Placement Agent Agreement, and form of Placement Agent Warrant, which are incorporated herein by reference.