Waitr (ASAPQ) 8-K Waitr Holdings Inc. Announces Closing ofFollow-on Public Offering

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-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 16, 2019

WAITR HOLDINGS INC.

(Exact name of registrant as specified in charter)

Delaware	001-37788	26-3828008
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

844 Ryan Street, Suite 300, Lake Charles, Louisiana 70601

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including areacode: 1-337-534-6881

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.0001 Per Share	WTRH	The Nasdaq Stock Market LLC

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 Rule12b-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 May 16, 2019, Waitr Holdings Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, as representative of the several underwriters named therein (collectively, the “Underwriters”), relating to the public offering (the “Offering”) of an aggregate 6,757,000 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), at a purchase price per share to the public of $7.40. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters a30-day option to purchase up to an additional 1,013,550 shares of Common Stock. As of April 26, 2019, an affiliate of Jefferies LLC owned approximately 6.7% of the Company’s outstanding Common Stock.

The net proceeds to the Company from the sale of the Common Stock to be issued and sold by the Company, after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $46.7 million (or approximately $53.8 million if the Underwriters exercise their option to purchase additional shares in full). The Offering closed on May 21, 2019.

The Common Stock was offered and sold pursuant to a preliminary prospectus supplement, dated May 16, 2019, a final prospectus supplement, dated May 16, 2019, and a base prospectus, dated April 26, 2019, relating to the Company’s effective shelf registration statement onForm S-3 (File No. 333-230721).

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report onForm 8-K and is incorporated herein by reference, and the description of the Underwriting Agreement herein is qualified in its entirety by reference to such exhibit. A copy of the opinion of Winston & Strawn LLP relating to the legality of the issuance and sale of the shares of Common Stock is attached as Exhibit 5.1 to this Current Report onForm 8-K.

Item 7.01 Regulation FD Disclosure.

On May 21, 2019, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
1.1	Underwriting Agreement, dated May 16, 2019, by and between the Company and Jefferies LLC, as representative of the several underwriters named in Schedule A thereto.
5.1	Opinion of Winston & Strawn LLP.
23.1	Consent of Winston & Strawn LLP (included in Exhibit 5.1).
99.1	Press release dated May 21, 2019.

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.

	WAITR HOLDINGS INC.
	By:	/s/ Damon Schramm
	Name:	Damon Schramm
	Title:	Chief Legal Officer
Dated: May 21, 2019