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Global Water Resources to sell $10M in new shares

Global Water Resources, Inc. (GWRS) entered into a Securities Purchase Agreement on August 20, 2026 for a private placement of its common stock.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Global Water Resources, Inc. (GWRS) entered into a Securities Purchase Agreement on August 20, 2026 for a private placement of its common stock. The company agreed to issue and sell 1,129,944 shares of common stock in a transaction exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506.

The shares were sold to accredited investors, including Levine Investments Limited Partnership and director Andrew M. Cohn, at $8.85 per share, equal to the Nasdaq consolidated closing bid price immediately before signing, for an aggregate purchase price of approximately $10 million. The agreement contains customary representations, warranties and covenants, and the company has filed the full contract as an exhibit.

Positive

  • None.

Negative

  • None.

Filing Explained

The completed placement adds 1,129,944 shares; existing holders’ percentage ownership falls absent offsetting changes, with no post-sale share count disclosed.

The filing reports that the purchasers purchased the 1,129,944 shares, moving the private placement from an agreement to a completed sale. Because those are additional common shares, existing holders’ percentage ownership is reduced absent offsetting changes.

The purchasers included Levine Investments Limited Partnership and director Andrew M. Cohn; the filing also identifies director Jonathan L. Levine as a limited partner of LILP and describes the connected parties as significant stockholders.

For scale, the placement’s 1,129,944 shares are disclosed alongside 28,795,352 common shares outstanding as of August 7, 2026; the filing provides no post-sale share count.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Shares issued in Private Placement 1,129,944 shares Common stock sold to Purchasers under Securities Purchase Agreement dated August 20, 2026
Purchase price per share $8.85 per share Equal to Nasdaq consolidated closing bid price immediately before agreement
Aggregate purchase price approximately $10 million Total consideration for 1,129,944 shares in the Private Placement
Form type 8-K Current report describing entry into Securities Purchase Agreement and unregistered sale of equity securities
Agreement date August 20, 2026 Date Global Water Resources, Inc. entered into the Securities Purchase Agreement
Securities Purchase Agreement financial
"entered into a securities purchase agreement (the “Securities Purchase Agreement”)"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Private Placement financial
"in an offering (the “Private Placement”) exempt from registration"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
accredited investor regulatory
"Each of the Purchasers is an “accredited investor” as defined in Rule 501(a)"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
Section 4(a)(2) regulatory
"exempt from registration pursuant to Section 4(a)(2) of the Securities Act"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
Rule 506 regulatory
"and Rule 506 promulgated thereunder"
A Securities and Exchange Commission rule that lets companies sell securities without registering them with the SEC when they meet certain conditions, commonly used for private placements. It allows issuers to raise unlimited capital from accredited investors and, in some versions, a small number of knowledgeable non‑accredited investors; one version also permits public advertising if the seller takes steps to verify investor credentials. For investors, it signals a private offering with lighter disclosure and different protections than a public stock sale, similar to buying into a private club rather than a publicly traded marketplace.
standstill agreement financial
"are parties to that certain standstill agreement previously entered into"
A standstill agreement is a contract in which one party agrees to pause certain actions — such as making new claims, enforcing debt remedies, or pursuing a takeover bid — for a set period so both sides can negotiate or restructure. Think of it as a temporary pause button that reduces immediate pressure and uncertainty; investors care because it can protect value, buy time for a deal or restructuring to be completed, and signal the likelihood and timing of future corporate developments.

FAQ

What did GWRS announce regarding new equity financing in this Form 8-K?
GWRS disclosed a private placement of 1,129,944 common shares under a Securities Purchase Agreement dated August 20, 2026, sold to accredited investors at $8.85 per share for total proceeds of approximately $10 million.

What was the share price in Global Water Resources, Inc. (GWRS) private placement?
The shares were sold at $8.85 per share, which the company states was equal to the consolidated closing bid price reported by Nasdaq immediately before it entered into the Securities Purchase Agreement and was used to determine market value under Nasdaq rules.

How many GWRS shares were issued in the August 2026 private placement?
Global Water Resources, Inc. agreed to issue and sell 1,129,944 shares of its common stock in the August 20, 2026 private placement to purchasers identified in the Securities Purchase Agreement.

What is the total dollar amount of the GWRS private placement?
The aggregate purchase price for the private placement is approximately $10 million, based on the sale of 1,129,944 shares of Global Water Resources, Inc. common stock at a price of $8.85 per share.

Who are the key participating investors in the GWRS private placement?
Participants include accredited investors such as Levine Investments Limited Partnership and Andrew M. Cohn, both associated with Global Water Resources, Inc. as significant stockholders and board members or related entities, and parties to an existing standstill agreement with the company.

Under what securities law exemptions was the GWRS offering conducted?
The offering was conducted as a Private Placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506 thereunder, and all purchasers were required to be accredited investors as defined in Rule 501(a).

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 20, 2026
 
GLOBAL WATER RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3775690-0632193
(State or other jurisdiction of
incorporation or organization)		(Commission
File Number)		(IRS Employer
Identification No.)
21410 N. 19th Avenue #220
Phoenix,Arizona85027
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (480) 360-7775
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 Act.
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.01 per shareGWRSThe NASDAQ Stock Market, LLC
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 1.01 Entry into a Material Definitive Agreement.
On August 20, 2026, Global Water Resources, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the purchasers identified on the signature pages thereto (collectively, the “Purchasers”) for the issuance and sale by the Company of an aggregate of 1,129,944 shares of the Company’s common stock (the “Shares”) to the Purchasers in an offering (the “Private Placement”) exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder. Each of the Purchasers is an “accredited investor” as defined in Rule 501(a) under the Securities Act.
The Purchasers included, among others, Levine Investments Limited Partnership (“LILP”) and Andrew M. Cohn. The general partner of LILP is Keim Inc. (“Keim”). Jonathan L. Levine, a member of the Company’s board of directors, is a limited partner of LILP, owns 50% of the voting shares of Keim and is a director and President of Keim. Mr. Levine is also a significant stockholder (through LILP) of the Company. Mr. Cohn, a member of the Company’s board of directors, is the Director of Real Estate for LILP and a significant stockholder of the Company. LILP, Mr. Levine and Mr. Cohn are parties to that certain standstill agreement previously entered into with the Company on March 19, 2021, as described in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on March 24, 2021.
Pursuant to the Securities Purchase Agreement, the Purchasers purchased the Shares at a purchase price (determined in accordance with Nasdaq rules relating to the “market value” of the Company’s common stock) of $8.85 per share, which was equal to the consolidated closing bid price reported by Nasdaq immediately preceding the time the Company entered into the Securities Purchase Agreement, for an aggregate purchase price of approximately $10 million. The Securities Purchase Agreement includes customary representations, warranties and covenants by the parties to the agreement.
The foregoing description of the Securities Purchase Agreement is only a summary and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
10.1
Securities Purchase Agreement, dated August 20, 2026, by and among Global Water Resources, Inc. and the purchasers party thereto
104Cover Page Interactive Data File (formatted as Inline XBRL)


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.
 
GLOBAL WATER RESOURCES, INC.
Date: August 21, 2026
/s/ Michael J. Liebman
Michael J. Liebman
Chief Financial Officer


Source: View Original Filing on SEC EDGAR

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