Item 8.01. Other Events.
On
The Offering consisted of 3,750,000 shares of Common Stock issued and sold by
the Company (the "Primary Shares") and 2,750,000 shares of Common Stock sold by
the Selling Securityholders (the "Secondary Shares" and, together with the
Primary Shares, the "Shares"). Under the terms of the Underwriting Agreement,
the Company and the Selling Securityholders granted the Underwriters an option
exercisable for 30 days to purchase up to an additional 562,500 shares and
412,500 shares of Common Stock, respectively (the "Option Shares"), at the
public offering price, less underwriting discounts and commissions. The Shares
were delivered against payment therefor on
The Company estimates that it received net proceeds from the Offering of
approximately
The Selling Securityholders received net proceeds from the Offering of
approximately
The Underwriting Agreement contains customary representations, warranties, covenants, indemnification obligations of the Company, the Selling Securityholders and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. 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 is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete statement of the rights and obligations of the parties under the Underwriting Agreement and the transactions contemplated thereby, and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the legal opinion of
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description of Exhibit 1.1 Underwriting Agreement, datedJanuary 25, 2023 , by and amongParagon 28, Inc. ,BofA Securities, Inc. andPiper Sandler & Co. , as representatives of the several underwriters named therein, and certain selling securityholders 5.1 Opinion ofLatham & Watkins LLP 23.1 Consent ofLatham & Watkins LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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