6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2022

Commission File Number: 001-39519

Vitru Limited

(Exact name of registrant as specified in its charter)

Rodovia José Carlos Daux, 5500, Torre Jurerê A,
2nd floor, Saco Grande, Florianópolis, State of
Santa Catarina, 88032-005, Brazil
+55 (47) 3281-9500
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or
Form 40-F:

Form 20-F X Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):

Yes No X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):

Yes No X

INCORPORATION BY REFERENCE

This current report is incorporated by reference in Vitru Limited’s registration statement on Form F-3 filed with the U.S. Securities and Exchange Commission, or the SEC, on October 25, 2021 (File No. 333-260480), and shall be deemed to be a part thereof from the date on which this current report is furnished to the SEC, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Vitru Announces Expiration and Results of the Rights Offering.

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, thereunto duly authorized.

Vitru Limited
By:	/s/ Carlos Henrique Boquimpani de Freitas
	Name:	Carlos Henrique Boquimpani de Freitas
	Title:	Chief Financial and Investor Relations Officer

Date: November 18, 2022

EX-99.1

Exhibit 99.1

 

Vitru Announces Expiration and Results of the Rights Offering

Florianópolis, Brazil, November 18, 2022 – Vitru Limited (Nasdaq: VTRU) (“Vitru”) today announced that its previously announced rights offering (the “Rights Offering”) has expired. A total of 926,206 of Vitru’s nontransferable subscription rights were exercised in the Rights Offering, which will result in the issuance of 926,206 common shares of Vitru (which, upon issuance, will amount to approximately 2.8% of Vitru’s outstanding common shares) at U.S.$16.02 per common share, and raise gross proceeds of U.S.$14.8 million (approximately R$81.1 million based on an exchange rate of R$5.4655 to US$1.00 as reported by the Brazilian Central Bank on November 17, 2022). After giving effect to the Rights Offering and the closing of the investment by Crescera on November 10, 2022, Vitru will have a total of 33,471,310 common shares issued and outstanding. The settlement of the Rights Offering is expected to occur on or around November 21, 2022.

Pursuant to the Rights Offering, Vitru distributed nontransferable subscription rights to each holder of its common shares as of 5:00 p.m., Eastern Time, on October 21, 2022. The subscription rights were exercisable at any time during the subscription period, which commenced on October 24, 2022, and ended at 5:00 p.m., Eastern Time, on November 17, 2022. The unexercised subscription rights have now expired and have no value. Any excess subscription payments received by American Stock Transfer & Trust Company, LLC, Vitru’s subscription agent for the Rights Offering, will be returned to the respective holders without interest.

A prospectus supplement relating to the Rights Offering was filed with the Securities and Exchange Commission (the “SEC”) on October 24, 2022 and was made available on the website of the SEC. Questions about the Rights Offering may be directed to D. F. King & Co., Inc., Vitru’s information agent for the Rights Offering, at the email address and telephone number provided at the end of this press release.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Vitru

Vitru is the leading pure distance learning education group in the postsecondary distance learning market in Brazil. Through its invested companies, Vitru provides a complete pedagogical ecosystem focused on hybrid distance learning experience for undergraduates and continuing education students.

Vitru’s mission is to democratize access to education in Brazil through a digital ecosystem and empower every student to create their own successful story.

Forward Looking Statements

This press release includes “forward-looking statements” within the meaning of the U.S. federal securities laws. Statements contained herein that are not clearly historical in nature are forward-looking, and the words “anticipate,” “believe,” “continues,” “expect,” “estimate,” “intend,” “project” and similar expressions and future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may,” or similar expressions are generally intended to identify forward-looking statements. These forward-looking statements speak only as of the date hereof and are based on Vitru’s current plans, estimates of future events, expectations and trends that affect or may affect our business, financial condition, results of operations, cash flow, liquidity, prospects and the trading price of Vitru’s common shares, and are subject to several known and unknown uncertainties and risks, many of which are beyond Vitru’s control. As a consequence, current plans, anticipated actions and future financial position and results of operations may differ significantly from those expressed in any forward-looking statements in this press release. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented. Vitru does not undertake any obligation to update publicly or to revise any forward-looking statements after we distribute this press release because of new information, future events, or other factors.

Contact

Carlos Henrique Boquimpani de Freitas, Chief Financial and Investor Relations Officer

e-mail: ir@vitru.com.br 

website: https://investors.vitru.com.br/

Rights Offering Information Agent

D. F. King & Co., Inc.
1-866-796-1290
vitru@dfking.com