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  4. [8-K] WIDEPOINT CORP Reports Material Event

WidePoint (NYSE: WYY) launches $15.5M at-the-market common stock offering

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

Rhea-AI Filing Summary

WidePoint Corporation entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC, allowing it to sell shares of common stock with an aggregate offering price of up to $15.5 million from time to time. Sales will be made as at-the-market transactions under Rule 415, with the Sales Agent using commercially reasonable efforts to place shares. WidePoint will pay the Sales Agent up to 3.0% of the gross proceeds from shares sold. The company is not obligated to sell any stock and expects to use any net proceeds for general corporate purposes, including expanding existing businesses, acquisitions and other investments.

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Insights

WidePoint adds flexible ATM equity program up to $15.5M.

WidePoint Corporation put in place an at-the-market equity offering facility with H.C. Wainwright & Co. for up to $15.5 million of common stock. Shares may be sold gradually into the market using standard trading methods under Rule 415.

The Sales Agent earns up to 3.0% of gross proceeds, which is typical for ATM structures. WidePoint is not required to sell any shares, so actual dilution will depend on future usage. Any net proceeds are earmarked for general corporate purposes, including business expansion and acquisitions.

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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ATM capacity $15.5 million Aggregate offering price for at-the-market common stock sales
Sales agent fee 3.0% of gross proceeds Commission on each share sold under the Sales Agreement
Agreement date April 10, 2026 Date WidePoint entered the At The Market Offering Agreement
At The Market Offering Agreement financial
"entered into an At The Market Offering Agreement (the “Sales Agreement”)"
Rule 415 regulatory
"an “at the market offering” as defined in Rule 415 promulgated under the Securities Act"
Rule 415 is a U.S. Securities and Exchange Commission regulation that lets a company register securities ahead of time and then offer them for sale in pieces over an extended period under a “shelf” registration, so offerings can be launched quickly when market conditions suit the issuer. For investors, it signals that management has a ready way to raise capital fast—useful for seizing opportunities but potentially dilutive to existing shareholders, like a company pre-loading a credit line it can tap as needed.
Forward Looking Statements regulatory
"should be considered “Forward Looking Statements” within the meaning of the “Safe Harbor” provisions"
Statements about a company’s expected future performance, plans, goals, or projections that are not historical facts and involve assumptions and estimates. Investors care because these are predictions that guide decisions but can be wrong; like a weather forecast, they help set expectations and risk — if circumstances change, actual results may differ significantly, so investors should weigh them alongside hard data and risk factors.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
general corporate purposes financial
"use net proceeds, if any, from the ATM Offering over time as a source for general corporate purposes"
"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.
Understanding 8-K Material Events →

 

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):  April 10, 2026

_________________

 

WIDEPOINT CORPORATION

(Exact Name of Registrant as Specified in Charter)

   

Delaware

 

001-33035

 

52-2040275

(State or Other Jurisdiction

of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer

Identification No.)

 

11250 Waples Mill Road, South Tower 210, Fairfax, Virginia

 

22030

(Address of Principal Executive Office)

 

(Zip Code)

 

Registrant’s telephone number, including area code:    (703) 349-2577

______________________________________________________________________________

 

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:

 

☐     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 Class

Trading Symbol

Name of Exchange on Which Registered

Common Stock, $0.001 par value per share

WYY

NYSE American

 

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 April 10, 2026, WidePoint Corporation (the “Company” or “us” or “we”) entered into an At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (the “Sales Agent”) under which we may issue and sell in a registered offering shares of our common stock having an aggregate offering price of up to $15.5 million from time to time through or to the Sales Agent (the “ATM Offering”). We expect to use net proceeds, if any, from the ATM Offering over time as a source for general corporate purposes, including potentially expanding existing businesses, acquiring businesses and investing in other business opportunities.

 

Sales of our common stock through a Sales Agent, if any, will be made by any method that is deemed an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. A Sales Agent will use its commercially reasonable efforts to make such offerings consistent with its normal trading and sales practices. We will pay the Sales Agent an aggregate of up to 3.0% of the gross proceeds of the sales price per share of common stock sold through the Sales Agent under the Sales Agreement. We also may sell some or all of the shares of common stock to the Sales Agent as principal for its own account at a price agreed upon at the time of sale.

 

We are not obligated to make any sales of our common stock under the Sales Agreement and no assurance can be given that we will sell any shares under the Sales Agreement, or, if we do, as to the price or amount of shares that we will sell, or the dates on which any such sales will take place. The Sales Agreement will terminate upon the earlier of (i) the sale of all of our common stock subject to the Sales Agreement, or (ii) termination of the Sales Agreement as provided therein.

 

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. In connection with the Sales Agreement, the Company is filing the opinion and consent of its counsel, Foley & Lardner LLP, regarding the validity of the shares of common stock that may be sold pursuant to the Sales Agreement as Exhibits 5.1 and 23.1 to this Current Report on Form 8-K, which are incorporated herein by reference.

 

All statements in this report that are not historical facts should be considered “Forward Looking Statements” within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Some of the forward-looking statements can be identified by the use of words such as “believe,” “expect,” “may,” “will,” “should,” “seek,” “approximately,” “intend,” “plan,” “estimate,” “project,” “continue” or “anticipates” or similar expressions or words, or the negatives of those expressions or words. Except as otherwise required by applicable securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances, or any other reason, after the date of this report.

 

Item 9.01 (d) Financial Statements and Exhibits.

 

Exhibit 1.1

At The Market Offering Agreement, dated April 10, 2026, between WidePoint Corporation and H.C. Wainwright & Co., LLC

 

 

Exhibit 5.1

Opinion of Foley & Lardner LLP

 

 

Exhibit 23.1

Consent of Foley & Lardner LLP (included in Exhibit 5.1)

 

 

2

 

 

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.

 

 WIDEPOINT CORPORATION
    
Date: April 10, 2026 By:/s/ Jin Kang

 

 

Jin Kang  
  Chief Executive Officer 
    

 

 

3

 

Source: View Original Filing on SEC EDGAR

FAQ

What did WidePoint (WYY) announce regarding new share issuances?

WidePoint entered an At The Market Offering Agreement allowing sales of common stock with an aggregate offering price of up to $15.5 million. Shares may be sold from time to time through H.C. Wainwright & Co. as at-the-market transactions under Rule 415.

How will WidePoint (WYY) use proceeds from the $15.5 million ATM program?

WidePoint plans to use any net proceeds from the at-the-market sales for general corporate purposes. These may include expanding existing businesses, acquiring other businesses, and investing in additional business opportunities, providing flexible funding for growth initiatives over time.

What fees will WidePoint pay H.C. Wainwright under the ATM agreement?

Under the Sales Agreement, WidePoint will pay H.C. Wainwright & Co. an aggregate fee of up to 3.0% of the gross proceeds from each share of common stock sold. This commission is calculated on the sales price per share transacted through the program.

Is WidePoint required to sell any shares under its new ATM facility?

WidePoint is not obligated to sell any common stock under the At The Market Offering Agreement. The company emphasizes there is no assurance that any shares will be sold, or what prices, amounts, or dates would apply if it chooses to use the facility.

Who is acting as WidePoint’s sales agent in the ATM Offering?

H.C. Wainwright & Co., LLC is serving as the Sales Agent for WidePoint’s at-the-market offering. It will use commercially reasonable efforts to execute at-the-market sales of WidePoint’s common stock consistent with its normal trading and sales practices.

When does the WidePoint at-the-market offering agreement end?

The At The Market Offering Agreement will terminate when either all authorized shares of common stock under the program have been sold, or the agreement is otherwise terminated in accordance with its terms, whichever occurs earlier, as described in the disclosure.

Filing Exhibits & Attachments

7 documents

Other Documents