UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company 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).
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Item 8.01 Other Events.
On May 17, 2023, Intapp, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., as representative of the several underwriters listed therein (collectively, the “Underwriters”), and the selling stockholders named in Schedule B thereto (collectively, the “Selling Stockholders”), in connection with its previously announced public offering (the “Offering”) of 6,250,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), consisting of 2,000,000 shares of Common Stock to be issued and sold by the Company and 4,250,000 shares of Common Stock to be sold by the Selling Stockholders, at a public offering price of $36.50 per share less underwriting discounts and commissions. Under the terms of the Underwriting Agreement, certain of the Selling Stockholders granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 937,500 shares of Common Stock at the public offering price less underwriting discounts and commissions, which the Underwriters exercised in full.
The gross proceeds to the Company from the Offering are expected to be
approximately $73.0 million before deducting underwriting discounts and commissions and expected offering expenses. The Company will not receive any proceeds from the shares sold by the Selling Stockholders. The Company intends to use the net
proceeds from the Offering for working capital and general corporate purposes. The Offering is expected to close on May 22, 2023, subject to the satisfaction of customary closing conditions.
The Offering is being made pursuant to a prospectus supplement and an accompanying prospectus dated May 16, 2023, pursuant to a Registration Statement on Form S-3 (No. 333-271970), which was filed by the Company with the Securities and Exchange Commission on May 16, 2023 and is effective.
The Underwriting Agreement contains customary representations, warranties and covenants by the Company and the Selling Stockholders, customary conditions to closing, indemnification and contribution obligations of the Company, the Selling Stockholders and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties, and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement attached hereto as Exhibit 1.1 and which is incorporated herein by reference.
On May 16, 2023, the Company issued a press release announcing the launch of the Offering, which is filed herewith as Exhibit 99.1 and incorporated by reference herein.
On May 17, 2023, the Company issued a press release announcing the pricing of the Offering, which is filed herewith as Exhibit 99.2 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
Description |
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| 1.1 | Underwriting Agreement, dated May 17, 2023, by and among Intapp, Inc., BofA Securities, Inc. and the Selling Stockholders named therein | |
| 5.1 | Opinion of Proskauer Rose LLP | |
| 23.1 | Consent of Proskauer Rose LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release issued by Intapp, Inc. announcing the launch of the Offering dated May 16, 2023 | |
| 99.2 | Press Release issued by Intapp, Inc. announcing the pricing of the Offering dated May 17, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
| Intapp, Inc. | ||
| Date: May 18, 2023 | By: | /s/ Steven Todd |
| Name: Steven Todd | ||
| Title: General Counsel | ||