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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________________________
FORM 8-K
____________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 4, 2023
____________________________________________________________________________
SI-BONE, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-38701 | | 26-2216351 |
(State or other jurisdiction of
incorporation or organization) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
471 El Camino Real
Suite 101
Santa Clara, CA 95050
(Address of principal executive offices) (Zip Code)
(408) 207-0700
(Registrant’s telephone number, include area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | | | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share | SIBN | The Nasdaq Global Market |
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 Information
On May 4, 2023, SI-BONE, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Morgan Stanley & Co. LLC and Jefferies LLC, representatives of the several underwriters (the “Underwriters”), and a stockholder of the Company (the “Selling Stockholder”) relating to the offering and sale (the “Offering”) of 3,775,000 shares of the Company’s common stock, par value $0.0001 per share. Of these shares, 272,753 shares were offered by the Selling Stockholder, and 3,502,247 shares were offered by the Company. The price to the public in the Offering is $22.00 per share of common stock. Pursuant to the Underwriting Agreement, the Underwriters have a 30-day option to purchase up to an additional 566,250 shares of common stock from the Company on the same terms and conditions. The Offering is scheduled to close on May 9, 2023, subject to the satisfaction of customary closing conditions. The shares of common stock are listed on The Nasdaq Global Market.
The Offering is being made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-271635) which was filed with the Securities and Exchange Commission (the “SEC”) on May 4, 2023 and became effective automatically upon filing. The Company filed with the SEC a preliminary prospectus supplement, dated May 4, 2023, and a final prospectus supplement, dated May 4, 2023, relating to the offer and sale of the shares.
BofA Securities, Inc., Morgan Stanley & Co. LLC and Jefferies LLC are acting as joint book-running managers. Canaccord Genuity LLC and Cantor Fitzgerald & Co. are acting as co-lead managers.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company and the Selling Stockholder, customary conditions to closing, indemnification obligations of the Company, the Selling Stockholder 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 Underwriting Agreement is filed as Exhibit 1.1 hereto. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the shares in the Offering is attached as Exhibit 5.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | | Description |
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| 1.1 | | Underwriting Agreement, dated May 4, 2023, by and among the Company, BofA Securities, Inc., Morgan Stanley & Co. LLC and Jefferies LLC, as representatives of the several underwriters named on Schedule II thereto, and a shareholder of the Company named on Schedule I thereto. |
| 5.1 | | |
| 23.1 | | |
| 104 | | Cover Page Interactive Date 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.
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| | | SI-BONE, INC. |
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| Date: | May 5, 2023 | By: | /s/ Anshul Maheshwari |
| | | | Anshul Maheshwari |
| | | Chief Financial Officer |
| | | | (Principal Financial and Accounting Officer) |