8-K

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): December 4, 2018

STANDARD DIVERSIFIED INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36696	56-1581761
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

155 Mineola Boulevard Mineola, NY	11501
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (516) 248-1100

(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:

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 December 4, 2018, Standard Diversified Inc. (the “Company”) entered into an amendment to the Capital on Demand^TM Sales Agreement (the “Sales Agreement”) that it entered into on August 10, 2018 with JonesTrading Institutional Services LLC, as agent (the “Agent”).

Before being amended, the Sales Agreement provided for the sale and issuance of shares of our Class A Common Stock, $0.01 par value per share (the “Common Stock”) in an “at-the-market” offering (the “ATM Offering”) pursuant to our shelf registration statement on Form S-3 (File No. 333-226165) (the “Prior Registration Statement”), which includes a base prospectus and a prospectus supplement dated August 10, 2018, providing for the sale of up to $6.5 million of shares of our Common Stock in the ATM Offering. To date, we have issued and sold 313,082 shares under the Sales Agreement for gross proceeds of approximately $5.2 million.

The amendment to the Sales Agreement provides for the issuance and sale of shares of our Common Stock in the ATM Offering pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-228436) filed on November 16, 2018 with the Securities and Exchange Commission (the “New Registration Statement”). The issuance and sale of such shares in the ATM Offering will be made under the New Registration Statement, pursuant to a prospectus supplement dated December 4, 2018. Such prospectus supplement updates the amount of Common Stock the Company may offer and sell in the ATM Offering under the New Registration Statement to reflect an increase of $6.0 million in aggregate value of shares of its Common Stock that may be issued and sold from time to time through the Agent.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Stock discussed herein, nor shall there be any offer, solicitation, or sale of Common Stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
5.1	Opinion of Morgan, Lewis & Bockius LLP.
23.1	Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).

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.

	STANDARD DIVERSIFIED INC.
Date:  December 4, 2018	By:	/s/ Ian Estus
	Name:  Ian Estus
	Title:  President and Chief Executive Officer

EX-5.1

Exhibit 5.1

December 4, 2018

Standard Diversified Inc.

155 Mineola Boulevard

Mineola, NY 11501

RE:          Standard Diversified Inc. – Registration Statement on Form S-3 (File No. 333-228436)

Ladies and Gentlemen:

We have acted as counsel to Standard Diversified Inc., a Delaware corporation (the “Company”), in connection with the filing of the referenced Registration Statement on Form S-3 (No. 333-228436) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on November 16, 2018 and declared effective by the Commission on November 30, 2018, the prospectus included in the Registration Statement (the “Base Prospectus”), and the prospectus supplement of the Company dated December 4, 2018, including the accompanying Base Prospectus (filed by the Company with the Commission on December 4, 2018 pursuant to Rule 424(b) promulgated under the Act (the “Prospectus”), relating to the offering and sale by the Company of up to $6.0 million aggregate offering price of shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), in an “at the market offering” as defined in Rule 415 of the Act in accordance with that certain amendment, dated December 4, 2018, to the Capital on Demand^TM Sales Agreement, dated August 10, 2018, between the Company and JonesTrading Institutional Services LLC (as so amended, the “Amended Sales Agreement”).

As to all matters of fact (including factual conclusions and characterizations and descriptions of purpose, intention or other state of mind), we have relied, with your permission, entirely upon written actions by the board of directors of the Company and certificates of certain officers of the Company and have assumed, without independent inquiry, the accuracy of those certificates and written actions by the board of directors of the Company.

As counsel to the Company, in rendering the opinions hereinafter expressed, we have examined and relied upon originals or copies of such corporate records, agreements, documents and instruments as we have deemed necessary or advisable for purposes of this opinion, including (i) the certificate of incorporation and bylaws of the Company, (ii) the Registration Statement and the exhibits thereto filed with the Commission, (iii) the Prospectus, (iv) the Amended Sales Agreement, and (v) the written actions of the board of directors referenced above.

This opinion is limited solely to the Delaware General Corporation Law without regard to choice of law, to the extent that the same may apply to or govern the transactions contemplated by the Registration Statement. We express no opinion as to the effect of events occurring, circumstances arising, or changes of law becoming effective or occurring, after the date hereof on the matters addressed in this opinion.

Morgan, Lewis & Bockius llp
1701 Market Street
Philadelphia, PA  19103-2921	+1.215.963.5000
United States	+1.215.963.5001

Standard Diversified Inc.

December 4, 2018

Page 2

Based on such examination and subject to the foregoing, we are of the opinion that the Shares, when issued by the Company and delivered by the Company against payment therefore as contemplated by the Amended Sales Agreement and a Placement Notice (as defined in the Sales Agreement), will be duly and validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion with the Commission as an exhibit to a Current Report on Form 8-K to be filed with the Commission (and its incorporation by reference into the Registration Statement) in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act and to the reference to this firm therein and under the heading “Legal Matters” in the Prospectus included in the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission thereunder. In rendering this opinion, we are opining only as to the specific legal issues expressly set forth herein, and no opinion shall be inferred as to any other matter or matters. This opinion is intended solely for use in connection with the issuance and sale of the Securities subject to the Registration Statement and is not to be relied upon for any other purpose.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP