ConforMIS,Inc. (NASDAQ:CFMS) Files An 8-K Entry into a Material Definitive Agreement

ConforMIS,Inc. (NASDAQ:CFMS) Files An 8-K Entry into a Material Definitive AgreementItem 9.01 Entry into a Material Definitive Agreement.

On January25, 2018, ConforMIS,Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cowen and Company, LLC and Canaccord Genuity Inc., as representatives of the several underwriters listed on Schedule 1 thereto (the “Underwriters”), related to a public offering (the “Offering”) of 13,333,333 shares of common stock of the Company, par value $0.00001 per share (“Common Stock”) at a price to the public of $1.50 per share. In addition, the Company granted to the Underwriters a 30-day option to purchase, at the public offering price less underwriting discounts and commissions, up to an additional 2,000,000 shares of Common Stock (“Option Shares”). The Company estimates that the net proceeds from the Offering will be approximately $18.5 million (or approximately $21.3 million if the Underwriters exercise in full their option to purchase Option Shares) after deducting underwriting discount and commissions and estimated offering expenses. The Offering is expected to close on January29, 2018, subject to customary closing conditions.

The Company made certain customary representations, warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Offering was made to the Company’s effective shelf registration statement on FormS-3 (File No.333-215464), including the prospectus dated May9, 2017, as supplemented by a preliminary prospectus supplement dated January24, 2018, and a final prospectus supplement dated January25, 2018. This Current Report on Form8-K does not constitute an offer to sell or the solicitation of an offer to buy any of the shares of Common Stock.

The foregoing description of certain terms of the Underwriting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, which is attached as Exhibit1.1 hereto and is incorporated by reference herein. A copy of the opinion of Goodwin Procter LLP, relating to the legality of the shares, is filed as Exhibit5.1 hereto and is incorporated by reference herein.

Item 9.01 Other Events

On January24, 2018, the Company issued a press release announcing that it had launched the Offering, and on January25, 2018, the Company issued a press release announcing that it had priced the Offering. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2 and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.