Wag! Group Co.
07/17/2024 | Press release | Distributed by Public on 07/17/2024 14:46
Material Event Form 8 K
Item 1.01 Entry into a Material Definitive Agreement.
On July 17, 2024, Wag! Group Co., a Delaware corporation (the "Company"), entered into an underwriting agreement (the "Underwriting Agreement") with Craig-Hallum Capital Group LLC (the "Underwriter") relating to the underwritten public offering (the "Offering") of 7,407,407 shares (the "Shares") of the Company's common stock, par value $0.0001 per share, at a price to the public of $1.35 per share, before deducting underwriting discounts and commissions and other offering expenses.
The Company estimates that the net proceeds from the Offering will be approximately $8.5 million, after deducting underwriting discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds it receives from the Offering to repay approximately $8.5 million of indebtedness, with any remainder to be used for working capital and general corporate purposes. There were no selling stockholders in the Offering. The closing of the Offering is expected to occur on or about July 18, 2024, subject to the satisfaction of customary closing conditions.
The Offering is being conducted pursuant to a shelf registration statement on Form S-3, including a base prospectus, that was filed with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), and declared effective on September 13, 2023.
The Underwriting Agreement contains customary representations, warranties and covenants by the Company, as well as customary indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.
The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the opinion of Latham & Watkins LLP, counsel to the Company, with respect to the legality of the issuance and sale of the Shares in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.