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): December 4, 2023
INTEGRAL AD SCIENCE HOLDING CORP.
(Exact name of registrant as specified in its charter)
Delaware | 001-40557 | 83-0731995 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
12 E 49th Street, 20th Floor
New York, NY 10017
(Address of principal executive offices)
646 278-4871
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
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:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | 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:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Common stock, par value $0.001 | IAS | The Nasdaq Stock Market LLC | ||
(Nasdaq Global Select Market) |
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 Rule 12b-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 8.01. | Other Events. |
On December 4, 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 Goldman Sachs & Co. LLC (the “Underwriter”).
Pursuant to the terms of the Underwriting Agreement, the Selling Shareholders agreed to sell an aggregate of 11,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), to the Underwriter at a price per share of $13.89 (the “Offering”). In addition, the Selling Shareholders granted the Underwriter an option to purchase, for a period of 30 calendar days from December 4, 2023, up to an additional 1,650,000 shares of Common Stock (the “Option Shares” and, together with the Firm Shares, the “Shares).
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 a free writing prospectus and a final prospectus supplement, each dated as of that same date, and a free writing prospectus dated December 5, 2023. The Underwriting Agreement contains customary representations, warranties and covenants, customary conditions to closing, indemnification obligations of the Company, the Selling Shareholders and the Underwriter, 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 December 7, 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.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
Exhibit No. | Description of Exhibit | |
1.1 | Underwriting Agreement, dated December 4, 2023, by and among Integral Ad Science Holding Corp., the selling shareholders named therein and Goldman Sachs & Co. LLC. | |
99.1 | Information relating to Part II, Item 14. “Other Expenses of Issuance and Distribution” of Integral Ad Science Holding Corp.’s automatic shelf registration statement on Form S-3 (File No. 333-271763). | |
104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
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.
Date: December 7, 2023
INTEGRAL AD SCIENCE HOLDING CORP. | ||
By: | /s/ Tania Secor | |
Name: | Tania Secor | |
Title: | Chief Financial Officer (Principal Financial Officer) |