Grid Dynamics Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement
On November 12, 2024, Grid Dynamics Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and William Blair & Company, L.L.C., as representatives (the “Representatives”) of the underwriters (the “Underwriters”), pursuant to which the Company agreed to offer and sell 5,750,000 shares (the “Underwritten Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to the Underwriters at a price of $17.25 per share. Pursuant to the terms of the Underwriting Agreement, the Company also granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 862,500 shares (together with the Underwritten Shares, the “Shares”) of Common Stock from the Company at the same price per share as the Underwritten Shares, which the Underwriters have exercised in full. The offering is expected to close on November 14, 2024, subject to customary closing conditions.
The Company estimates that the net proceeds from this offering, after deducting underwriting discounts and commissions and before other offering expenses payable by the Company, will be approximately $108.1 million based on the Underwriters’ exercise of their option in full. The Company intends to use the net proceeds from the offering for working capital, capital expenditures and other general corporate purposes, which may include acquisitions.
The offer and sale of the Shares sold in the offering were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-283149), which became effective upon filing on November 12, 2024. The offer and sale of the Shares in the offering are described in the Company’s prospectus constituting a part of the registration statement, as supplemented by a final prospectus supplement, dated November 12, 2024.
The Underwriting Agreement contains customary representations and warranties of the parties, and indemnification and contribution provisions under which the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act. 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 such parties.
The foregoing description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the opinion of Willkie Farr & Gallagher LLP relating to the legality of the issuance and sale of Common Stock in the offering is attached as Exhibit 5.1 to this report.
Item 8.01. Other Events.
On November 12, 2024, the Company issued a press release announcing the pricing of the offering. A copy of the press release is attached as Exhibit 99.1 to this report.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit No. |
Document | |
| 1.1 | Underwriting Agreement, dated November 12, 2024, by and among the Company and the Representatives | |
| 5.1 | Opinion of Willkie Farr & Gallagher LLP | |
| 23.1 | Consent of Willkie Farr & Gallagher LLP (included in the opinion filed as Exhibit 5.1) | |
| 99.1 | Press release dated November 12, 2024 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
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 hereunto duly authorized.
Dated: November 14, 2024
| GRID DYNAMICS HOLDINGS, INC. | ||
| By: | /s/ Anil Doradla | |
| Name: | Anil Doradla | |
| Title: | Chief Financial Officer | |