Current Report Filing (8-k)
July 02 2021 - 3:41PM
Edgar (US Regulatory)
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2021-06-30
2021-06-30
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GDYN:RedeemableWarrantsExercisableForSharesOfCommonStockAtExercisePriceOf11.50PerShareMember
2021-06-30
2021-06-30
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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): June 30, 2021
GRID
DYNAMICS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-38685
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83-0632724
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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5000
Executive Parkway, Suite 520
San
Ramon, CA 94583
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (650) 523-5000
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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☐
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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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:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which
registered
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Common
Stock, par value $0.0001 per share
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GDYN
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The
NASDAQ Stock Market LLC
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Redeemable
warrants, exercisable for shares of common stock at an exercise price of $11.50 per share
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GDYNW
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The
NASDAQ Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
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 30, 2021, Grid Dynamics Holdings, Inc. (the “Company”) entered into an underwriting agreement (the
“Underwriting Agreement”) with J.P. Morgan Securities LLC, William Blair & Company, L.L.C., and Cowen and Company,
LLC, as representatives (the “Representatives”) of the underwriters (the “Underwriters”), and the selling
stockholders named in the Underwriting Agreement (the “Selling Stockholders”), pursuant to which the Company and the
Selling Stockholders agreed to offer and sell 4,000,000 and 6,100,262 shares (the “Shares”) of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”), respectively, to the Underwriters at a price to the
public of $15.03 per share. Pursuant to the terms of the Underwriting Agreement, the Company and certain of the Selling Stockholders
also granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,470,039 and 45,000 shares of
Common Stock from the Company and those Selling Stockholders, respectively, at the same price to the public per share as the Shares,
which the Underwriters have exercised in full. The offering is expected to close on July 6, 2021, subject to customary closing
conditions.
The
Company estimates that the net proceeds from this offering, after deducting underwriting discounts and commissions and estimated offering
expenses payable by the Company, will be approximately $77.5 million based on the Underwriters’
exercise of their option in full. The Company intends to use the net proceeds from the offering for general corporate purposes. The Company
will not receive any proceeds from the sale of the Shares by the Selling Stockholders.
The
offer and sale of the Shares sold in the offering were registered under the Securities Act of 1933, as amended, pursuant to two effective
shelf registration statements on Form S-3 (Registration Nos. 333-255732 and 333-238202) filed with the Securities and Exchange Commission.
The offer and sale of the Shares in the offering are described in the Company’s prospectuses constituting a part of the registration
statements, as supplemented by a final prospectus supplement, dated June 30, 2021.
The
Underwriting Agreement contains customary representations and warranties of the parties, and indemnification and contribution provisions
under which the Company and the Selling Stockholders have agreed to indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. 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.
Item
9.01. Financial Statement and Exhibits.
(d)
Exhibits.
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:
July 2, 2021
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GRID
DYNAMICS HOLDINGS, INC.
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By:
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/s/
Anil Doradla
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Name:
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Anil Doradla
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Title:
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Chief Financial
Officer
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2
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