UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry Into a Material Definitive Agreement.
On August 10, 2022, OrthoPediatrics Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Sandler & Co. and Stifel, Nicolaus & Company, Incorporated, acting as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to an underwritten public offering (the “Offering”) of (i) 750,000 shares (the “Common Shares”) of the Company’s common stock, par value $0.00025 per share (the “Common Stock”), at a price to the public of $55.00 per share, and (ii) pre-funded warrants (the “Warrants”) to purchase up to 1,525,000 shares of Common Stock (the “Warrant Shares”) to Squadron Capital LLC (“Squadron”), the Company’s largest investor. The purchase price of each Warrant equals the price per share at which the Common Shares are being sold to the public in the Offering, minus $0.00025, which is the exercise price of each Warrant. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 341,250 shares of Common Stock (the “Additional Shares”) on the same terms as the Common Shares.
Squadron beneficially owns shares of the Company’s Common Stock with a market value in excess of the notification threshold of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”). The Warrants have an exercise price of $0.00025 per share, but may not be exercised until the expiration of all applicable HSR Act waiting periods or the exercise otherwise becomes exempt from the notification requirements thereunder. Once the Warrants become exercisable, Squadron is obligated to exercise them within five (5) business days. The foregoing description of the Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Pre-Funded Common Stock Purchase Warrant, which is filed as Exhibit 4.1 to this Current Report and is incorporated herein by reference.
The Company estimates that the net proceeds from the Offering will be approximately $121.0 million, or approximately $139.2 million if the Underwriters exercise in full their option to purchase the Additional Shares, in each case after deducting underwriting discounts and commissions and estimated offering expenses.
The Offering is being conducted pursuant to effective registration statements on Form S-3 (Registration Nos. 333-237177 and 333-333-266756) and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). The closing of the Offering is expected to occur on or about August 15, 2022, subject to customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and covenants by the Company, as well as customary indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. In addition, subject to certain exceptions, the Company, its officers and directors, and Squadron, have agreed not to sell or otherwise dispose of any of the shares of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock held by them for a period ending 90 days after the date of the Underwriting Agreement without first obtaining the written consent of Piper Sandler & Co. and Stifel, Nicolaus & Company, Incorporated.
The Underwriting Agreement has been filed as an exhibit hereto. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report and is incorporated herein by reference.
A copy of the legal opinion and consent of Dentons Bingham Greenebaum LLP, counsel to the Company, with respect to the legality of the issuance and sale of the Common Shares, the Warrants and the Additional Shares in the Offering, and the issuance of the Warrant Shares upon exercise of the Warrants, is filed as Exhibit 5.1 to this Current Report.
Item 8.01. Other Events.
On August 10, 2022, the Company issued a press release announcing the commencement of the Offering. On August 11, 2022, the Company issued an additional press release announcing that it had priced the Offering. Copies of the press releases are filed herewith as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Cautionary Note on Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein that do not describe historical facts, including but not limited to statements related to the timing and completion of the Offering and the amount of net proceeds expected from such transaction are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others, the risks detailed from time to time in the Company’s SEC filings, including those described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as well as those discussed in the Preliminary Prospectus Supplement and accompanying prospectus related to the Offering, the documents incorporated by reference herein and therein, any related free writing prospectus, and subsequent filings with the SEC. Any of these risks and uncertainties could materially and adversely affect the Company’s results of operations. The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made or to reflect the occurrence of unanticipated events.
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Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
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SIGNATURE
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.
| OrthoPediatrics Corp. | ||
| Date: August 11, 2022 | By: | /s/ Daniel J. Gerritzen |
| Daniel J. Gerritzen, General Counsel and Secretary | ||
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