Item 1.01 Entry Into a Material Definitive Agreement.
On June 22, 2009, Superconductor Technologies Inc. (the "Company") entered into a Placement Agent Agreement (the "Placement Agent Agreement") with MDB Capital Group LLC (the "Placement Agent"), relating to a registered direct offering by the Company (the "Offering") of up to 3,752,005 shares of the Company's common stock, par value $0.001 per share ("Common Stock"). A copy of the Placement Agent Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.
In connection with the Offering, the Company also entered into a Common Stock Purchase Agreement, each dated as of June 22, 2009 ("Purchase Agreement"), with certain investors ("Purchasers"), pursuant to which the Company sold to the Purchasers an aggregate of 3,752,005 shares of Common Stock at a negotiated purchase price of $3.00 per share of Common Stock, for aggregate gross proceeds to the Company of approximately $11.26 million. A copy of the form of Purchase Agreement is attached hereto as Exhibit 10.2 and incorporated herein by reference.
The shares of Common Stock in the Offering were offered and sold by the Company pursuant to a prospectus dated February 13, 2008 and a prospectus supplement dated June 22, 2009, pursuant to the Company's previously effective shelf registration statement on Form S-3 (File No. 333-148115). The closing of the Offering occurred on June 23, 2009.
The proceeds to the Company from the Offering, after deducting the fees of the Placement Agent, but before other offering expenses, are approximately $10.58 million. The Placement Agent was paid a fee equal to 6.0% of the aggregate gross proceeds raised in the Offering, or approximately $675,000.
The foregoing summary of the Offering, the shares of Common Stock to be issued in connection therewith, the Placement Agent Agreement and the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the definitive transaction documents, copies of which are attached as exhibits to this Current Report on Form 8-K. Item 8.01 Other Events.
On June 23, 2009, the Company issued a press release announcing the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) EXHIBITS

5.1 Legal Opinion of Manatt, Phelps & Phillips, LLP.

10.1 Placement Agent Agreement, dated as of June 22, 2009, between Superconductor Technologies Inc. and MDB Capital Group LLC.

10.2 Form of Common Stock Purchase Agreement, dated as of June 22, 2009, between Superconductor Technologies Inc. and each purchaser (an agreement on substantially this form was signed by each purchaser).

99.1 Press release dated as of June 23, 2009 (The press release may also be found on the Company's website at www.suptech.com on the Investor Relations page.).

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