UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
On May 21, 2024, LifeStance Health Group, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC as representatives of the several underwriters named in Schedule I thereto, and the selling stockholders named in Schedule II thereto (the “Selling Stockholders”), relating to the underwritten offering of 20,000,000 shares (the “Offered Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to the Company’s registration statement on Form S-3 (File No. 333-279585), filed on May 21, 2024 (the “Registration Statement”). The Selling Stockholders also granted the underwriters a 30-day option to purchase up to 3,000,000 additional shares of Common Stock (the “Option Shares” and, together with the Offered Shares, the “Shares”). All of the Shares are being sold by the Selling Stockholders. The Company will not receive any proceeds from the offering. The closing of the offering is expected to occur on May 24, 2024, subject to the satisfaction of customary closing conditions. The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this Current Report on Form 8-K as Exhibit 1.1.
Ropes & Gray LLP, counsel to the Company, has issued an opinion to the Company regarding the Shares to be sold in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 1.1 | Underwriting Agreement, dated May 21, 2024, by and among the Company, Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and the Selling Stockholders. | |
| 5.1 | Opinion of Ropes & Gray LLP. | |
| 23.1 | Consent of Ropes & Gray LLP (included in Exhibit 5.1 above). | |
| 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.
| LifeStance Health Group, Inc. | ||||||
| Date: May 24, 2024 | By: | /s/ David Bourdon | ||||
| David Bourdon | ||||||
| Chief Financial Officer and Treasurer (principal financial and accounting officer) | ||||||