Item 1.01 Entry into a Material Definitive Agreement.
On March 25, 2021, Alignment Healthcare, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters set forth on Schedule I thereto (collectively, the “Underwriters”), and the selling stockholders set forth on Schedule II thereto (the “Selling Stockholders”), relating to the Company’s initial public offering (the “Initial Public Offering”) of its common stock, par value $0.001 per share (the “Common Stock”). Pursuant to the Underwriting Agreement, the Company agreed to sell up to 21,700,000 shares of Common Stock to the Underwriters, and the Selling Stockholders agreed to sell up to 5,500,000 shares of Common Stock to the Underwriters, in each case at a purchase price per share of $16.83 (being the Initial Public Offering price of $18.00 per share minus the underwriting discount and commissions). On March 30, 2021, the Initial Public Offering of 27,200,000 shares of Common Stock was completed. In addition, pursuant to the Underwriting Agreement, the Selling Stockholders granted the Underwriters an option to purchase up to an additional 4,080,000 shares of Common Stock at the same price for a period of 30 days following March 25, 2021.
The Company made certain customary representations, warranties and covenants and agreed to indemnify the Underwriters against (or contribute to the payment of) certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
This description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement attached hereto as Exhibit 1.1, which is hereby incorporated by reference into this Item 1.01.
In connection with the consummation of the Initial Public Offering, the Company also entered into the following agreements previously filed as exhibits to the Registration Statement:
| | • | a Registration Rights Agreement, dated as of March 30, 2021, by and among the Company and the other signatories party thereto, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein; and |
| | • | a Stockholders Agreement, dated as of March 30, 2021, by and among the Company and the other signatories party thereto, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by reference herein. |
The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements filed as exhibits to the Registration Statement and as described therein.
Item 3.03. Material Modifications to Rights of Security Holders.
The description in Item 5.03 below of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 30, 2021, the Company entered into indemnification agreements with its directors and executive officers in connection with the closing of the Initial Public Offering. These agreements will require the Company to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.
These indemnification rights are not exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of the Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws, any agreement, or vote of stockholders or disinterested directors or otherwise.
