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 April 24, 2023, Establishment Labs Holdings Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, J.P. Morgan Securities, LLC, Citigroup Global Markets Inc. and Cowen and Company, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale (the “Offering”) of 1,100,000 common shares, no par value. The price to the public in the Offering is $71.50, and the Underwriters have agreed to purchase the shares from the Company pursuant to the Underwriting Agreement at a price of $67.21 per share. The Underwriters have exercised their 30-day option to purchase an additional 165,000 common shares. All of the shares in the Offering are being sold by the Company. The closing of the Offering occurred on April 27, 2023, subject to satisfaction of the customary closing conditions.
The Offering is being made pursuant to a Registration Statement on Form S-3 (File No. 333-271418) (the “Registration Statement”) and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission. The net proceeds to the Company from the Offering are approximately $84.1 million, after deducting underwriting discounts and commissions and estimated offering expenses.
The description of the Underwriting Agreement set forth above is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference. A copy of the opinion of Conyers Dill & Pearman relating to the validity of the Shares is filed as Exhibit 5.1 hereto and is incorporated by reference into the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 1.1 | Underwriting Agreement by and among Establishment Labs Holdings Inc. and Jefferies LLC, J.P. Morgan Securities, LLC, Citigroup Global Markets Inc. and Cowen and Company, LLC, as representatives of the several underwriters named therein, dated April 24, 2023. |
| 5.1 | Opinion of Conyers Dill & Pearman |
| 23.1 | Consent of Conyers Dill & Pearman (included in Exhibit 5.1) |
| 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 hereunto duly authorized.
| ESTABLISHMENT LABS HOLDINGS INC. | |||
| Dated: | April 27, 2023 | By: | /s/ Rajbir S. Denhoy |
| Name: | Rajbir S. Denhoy | ||
| Title: | Chief Financial Officer | ||