SeaSpine Holdings Corporation (NASDAQ:SPNE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On January 7, 2020, SeaSpine Holdings Corporation, a Delaware corporation (the Company), entered into an Underwriting Agreement (the Underwriting Agreement) with Piper Sandler & Co. and Canaccord Genuity LLC acting as joint bookrunning managers and as representatives of the underwriters named therein (the Underwriters) relating to the issuance and sale of 6,800,000 shares of the Companys common stock, par value $0.01 per share (the Offering). The price to the public in the Offering is $12.50 per share, before underwriting discounts and commissions. Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,020,000 shares of common stock. The net proceeds to the Company from the Offering are expected to be approximately $79.5 million, after deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company, assuming no exercise by the Underwriters of its option to purchase additional shares of common stock. The transactions contemplated by the Underwriting Agreement are expected to close on January 10, 2020, subject to the satisfaction of customary closing conditions.
The Offering is being made to the Companys shelf registration statement on Form S-3 (File No. 333-230047) which became effective on May 22, 2019, as supplemented by a preliminary and final prospectus supplement thereunder, filed with the Securities and Exchange Commission to Rule 424(b) under the Securities Act of 1933, as amended (the Securities Act).
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement.
The legal opinion, including the related consent, of DLA Piper LLP (US) relating to the legality of the issuance and sale of the shares of the Companys common stock in the Offering is filed as Exhibit 5.1 to this Current Report.
This Current Report contains forward-looking statements that involve risk and uncertainties, such as statements related to the anticipated closing of the Offering and the amount of net proceeds expected from the Offering. The risks and uncertainties involved include the Companys ability to satisfy certain conditions to closing on a timely basis or at all, as well as other risks detailed from time to time in the Companys Securities and Exchange Commission filings.
Item 8.01 Other Events.
On January 7, 2020, the Company issued a press release announcing that it had commenced the Offering, and on January 7, 2020, the Company issued a press release announcing that it had priced the Offering. Copies of these press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are filed with this Current Report:
| 99.2 | Press Release, dated January 7, 2020, titled SeaSpine Prices Public Offering of Common Stock |