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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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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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).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 | Other Events. |
On December 14, 2021, Unity Software Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) covering the offer and sale from time to time of up to 3,468,362 shares of the Company’s common stock (the “Shares”) held by Weta Digital Limited (“Weta”), the selling stockholder identified therein. The Shares were issued as part of a transaction to purchase certain assets of Weta pursuant to an Asset Purchase Agreement by and among the Company, Weta, The Film Property Trust, Weta Holdings LLC, Joseph Letteri, and Weta Principal Fund LLC. The legal opinion and consent of the Company’s counsel, Cooley LLP, regarding the legality of the Shares covered by the Prospectus Supplement are attached hereto as Exhibit 5.1 and Exhibit 23.1, respectively, and are incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
5.1 | Opinion of Cooley LLP | |
23.1 | Consent of Cooley LLP (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, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Unity Software Inc. | ||||||
Date: December 14, 2021 | By: | /s/ Luis Vioso | ||||
Luis Vioso | ||||||
Chief Financial Officer |
Exhibit 5.1
Rachel B. Proffitt
+1 415 693 2031
rproffitt@cooley.com
December 14, 2021
Unity Software Inc.
30 3rd Street
San Francisco, CA 94103
Ladies and Gentlemen:
You have requested our opinion, as counsel to Unity Software Inc., a Delaware corporation (the Company), with respect to certain matters in connection with the offering of 3,468,362 shares of its common stock, par value $0.000005 (the Common Stock), to be sold by a selling stockholder (the Selling Stockholder Shares) as described in the Prospectus (as defined below), pursuant to a Registration Statement on Form S-3 (Registration Statement No. 333-260984) (the Registration Statement), filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Act), the prospectus included in the Registration Statement (the Base Prospectus), and the prospectus supplement, dated December 14, 2021, filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Act (the Prospectus Supplement and together with the Base Prospectus, the Prospectus).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the Prospectus Supplement, (b) the Companys Certificate of Incorporation and Bylaws, each as currently in effect and in effect at the time of the issuance of the Shares, and (c) originals, or copies certified to our satisfaction, of such records, documents, certificates, opinions, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures; the authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents by all persons other than by the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed solely with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares have been validly issued and are fully paid and nonassessable.
Cooley LLP 3 Embarcadero Center, 20th Floor San Francisco, CA 94111-4004
t: (415) 693-2000 f: (415) 693-2222 cooley.com
Unity Software Inc.
December 14, 2021
Page Two
We hereby consent to the reference to our firm under the caption Legal Matters in the Prospectus Supplement and to the filing of this opinion as an exhibit to a report on Form 8-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement.
Sincerely, | ||
Cooley LLP | ||
By: | /s/ Rachel B. Proffitt | |
Rachel B. Proffitt, Partner |
Cooley LLP 3 Embarcadero Center, 20th Floor San Francisco, CA 94111-4004
t: (415) 693-2000 f: (415) 693-2222 cooley.com
Document and Entity Information |
Dec. 14, 2021 |
---|---|
Cover [Abstract] | |
Amendment Flag | false |
Entity Central Index Key | 0001810806 |
Document Type | 8-K |
Document Period End Date | Dec. 14, 2021 |
Entity Registrant Name | UNITY SOFTWARE INC. |
Entity Incorporation State Country Code | DE |
Entity File Number | 001-39497 |
Entity Tax Identification Number | 27-0334803 |
Entity Address, Address Line One | 30 3rd Street |
Entity Address, City or Town | San Francisco |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 94103-3104 |
City Area Code | (415) |
Local Phone Number | 539-3162 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Stock, $0.000005 par value per share |
Trading Symbol | U |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
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