Item 8.01. Other Events.
On May 9, 2023, Integral Ad Science Holding Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with the selling shareholders named in Schedule I thereto (the “Selling Shareholders”) and Morgan Stanley & Co. LLC and Jefferies LLC, as representatives of the several underwriters named in Schedule II thereto (the “Underwriters”).
Pursuant to the terms of the Underwriting Agreement, the Selling Shareholders agreed to sell an aggregate of 10,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), to the Underwriters at a price per share of $14.40 (the “Offering”). In addition, the Selling Shareholders granted the Underwriters an option to purchase, for a period of 30 calendar days from May 9, 2023, up to an additional 1,500,000 shares of Common Stock (the “Option Shares” and, together with the Firm Shares, the “Shares”). The option with respect to the Option Shares was exercised in full by the Underwriters on May 11, 2023. The Company will not receive any proceeds from the sale of the Shares by the Selling Shareholders.
The Offering was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-271763) filed on May 9, 2023, as supplemented by free writing prospectus and a final prospectus supplement, each dated as of that same date. The Underwriting Agreement contains customary representations, warranties and covenants, customary conditions to closing, indemnification obligations of the Company, the Selling Shareholders and the Underwriters, including for liabilities under the Securities Act and other obligations of the parties and is not intended to provide any other factual information about the Company. 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 the contracting parties.
The Shares were delivered against payment therefor on May 12, 2023.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. 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 such exhibit.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Company’s Common Stock and there shall not be any offer, solicitation or sale of securities mentioned in this Current Report on Form 8-K in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such any state or jurisdiction.
Certain information relating to Part II, Item 14 “Other Expenses of Issuance and Distribution” of the Registration Statement is filed as Exhibit 99.1 to this Current Report on Form 8- K.
