Attached files
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EX-5.1 - EX-5.1 - Shockwave Medical, Inc. | d933298dex51.htm |
EX-1.1 - EX-1.1 - Shockwave Medical, Inc. | d933298dex11.htm |
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): June 16, 2020
Shockwave Medical, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001 - 38829 | 27-0494101 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
5403 Betsy Ross Drive Santa Clara, California |
95054 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (510) 279-4262
Not Applicable
(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 (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | 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)) |
☐ | 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 $0.001 | SWAV | 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 1.01. | Entry into a Material Definitive Agreement. |
On June 19, 2020, Shockwave Medical, Inc. (the Company) issued and sold an aggregate of 1,955,000 shares (the Shares) of the Companys common stock, par value $0.001 per share (the Common Stock), pursuant to an underwriting agreement dated June 16, 2020 (the Underwriting Agreement), among the Company and Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters named therein (the Underwriters). The Shares include the full exercise of the Underwriters option to purchase an additional 255,000 shares of Common Stock pursuant to the Underwriting Agreement.
The Shares were sold in a public offering (the Offering) pursuant to a registration statement on Form S-3ASR (File No. 333-239202) (the Registration Statement) and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission. The Company received net proceeds from the Offering of approximately $84.1 million, after deducting underwriting discounts and commissions and before estimated offering expenses. The description of the Underwriting Agreement set forth above is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
Certain of the Underwriters or their affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Company, for which they received or will receive customary fees and expenses. For example, certain of the Underwriters also served as underwriters in connection with the Companys initial public offering in March 2019 and its public offering in November 2019.
The Company intends to use the net proceeds from the Offering for sales and marketing activities to support the ongoing commercialization of its intravascular lithotripsy system, including the expansion of its sales force, additional medical affairs and educational efforts and the expansion of its international sales presence, for research and development and clinical studies and for working capital and general corporate purposes. The Company may also use a portion of the net proceeds of the Offering for acquisitions or strategic transactions, though the Company has not entered into any agreements or commitments with respect to any specific transactions and have no understandings or agreements with respect to any such transactions at this time. The Company cannot specify with certainty the particular uses of the net proceeds that it will receive from the Offering. Accordingly, the Company will have broad discretion in using these proceeds. Pending the use of proceeds from the Offering as described above, the Company plans to invest the net proceeds that it receives from the Offering in short-term and long-term interest-bearing obligations, including government and investment-grade debt securities and money market funds.
A copy of the opinion of Davis Polk & Wardwell LLP relating to the validity of the Shares is filed as Exhibit 5.1 hereto and is incorporated by reference into the Registration Statement.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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.
Shockwave Medical, Inc. | ||||||
Date: June 19, 2020 | /s/ Dan Puckett | |||||
Chief Financial Officer |