| Item 1.01 | Entry into Material Definitive Agreement. |
On November 21, 2019, Organogenesis Holdings Inc. (the “Company”) entered into an Underwriting Agreement, dated November 21, 2019 (the “Underwriting Agreement”), with Credit Suisse Securities (USA) LLC and SVB Leerink LLC, as representatives of the underwriters named in Schedule A thereto (the “Underwriters”), related to a public offering (the “Offering”) and pursuant to which, subject to satisfaction of the conditions set forth therein, the Company has agreed to sell to the Underwriters, and the Underwriters have agreed to purchase from the Company, 9,000,000 shares (the “Firm Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), at a price per share to the public of $5.00, less underwriting discounts and commissions. The net proceeds to the Company from the sale of the Firm Shares, after deducting underwriting discounts and commissions and other Offering expenses, are expected to be approximately $41.8 million.
The Company has also granted the Underwriters an option to purchase up to an additional 1,350,000 shares of Common Stock within thirty days after November 21, 2019 at the public offering price, less underwriting discounts and commissions (together with the Firm Shares, the “Shares”).
The Offering was made pursuant to the Company’s shelf registration statement on FormS-3 (No.333-233621) filed with the Securities and Exchange Commission on September 4, 2019, as amended (the “Registration Statement”), and declared effective on September 23, 2019, as supplemented by a preliminary prospectus supplement filed on November 19, 2019 and a final prospectus supplement filed on November 22, 2019. This Current Report on Form8-K does not constitute an offer to sell or the solicitation of an offer to buy any shares of Common Stock.
The Company made certain customary representations, warranties and covenants in the Underwriting Agreement concerning the Company, the Company’s Registration Statement and the Offering of the Shares. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Company and the Underwriters expect to consummate the sale and purchase of the Firm Shares pursuant to the Underwriting Agreement on November 26, 2019.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report onForm 8-K and is incorporated by reference herein. The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement.
The legal opinion of Foley Hoag LLP relating to the Shares being offered is filed herewith as Exhibit 5.1.
On November 19, 2019, the Company entered into a fee letter agreement (the “Letter Agreement”) with Avista Capital Partners IV, L.P. (“Avista IV”), Avista Capital Partners (Offshore) IV, L.P. (“Avista IV Offshore” and together with Avista IV, the “Avista Funds”) and Avista Capital Holdings, L.P., an affiliate of the Avista Funds (the “Management Company”), pursuant to which the Company agreed to pay the Management Company a fee in consideration for certain services rendered in connection with Investments (as defined below) in the Company that may be made by the Avista Funds. In connection with the Offering, the Underwriters agreed they would not be entitled to a discount or fee for the portion of the aggregate gross proceeds of the Investments sold to the Avista Funds.
Pursuant to the Letter Agreement, the Company is required to pay the Management Company a fee in an amount equal to the portion of the aggregate gross proceeds of the Investments sold to the Avista Funds, if any, multiplied by a rate equal to the rate of the Underwriters’ discount or spread in a Covered Offering (as defined below) without giving effect to any Investments sold to the Avista Funds (the “Fee”). No Fee is payable under the Letter Agreement if the Avista Funds do not participate in a Covered Offering. As used herein, “Investments” are defined as the purchase of Common Stock for cash pursuant to an offering (each, a “Covered Offering”) of Common Stock made by the Company pursuant to the Registration Statement on or before December 31, 2019. In connection with the Offering, the Avista Funds have agreed to purchase 6,000,000 Firm Shares in the Offering and the Company will be required to pay a Fee equal to approximately $1.7 million. Joshua Tamaroff, one of our directors, is an employee of the Management Company to which the Company will pay the Fee.
