01—Abstract
Summary
Summary of the 8-K filed March 8, 2024. Cited figures are marked; the original filing is the authoritative source.
Symbotic Inc. (NASDAQ: SYM) reported in this Form 8-K, filed March 8, 2024, that the underwriters of its February 2024 public offering exercised in full their option to buy an additional 1,500,000 shares of Class A common stock from the Company.
The option was exercised on March 6, 2024, and the closing occurred on March 8, 2024. The filing states that the Company's net proceeds from the option exercise were approximately $59 milliona, and that the total aggregate net proceeds for the offering, including the option, were approximately $256 million. The original offering closed on February 26, 2024, when the Company and certain selling securityholders sold 10,000,000 shares of Class A common stock in an underwritten offering led by Goldman Sachs & Co. LLC as representative of the underwriters.
The offering was made under a shelf registration statement filed with the SEC on August 1, 2023 (File No. 333-273383), a base prospectus dated August 2, 2023, and a prospectus supplement dated February 21, 2024. The filing also attaches an opinion of Sullivan & Cromwell LLP on the issuance of the shares sold through the option exercise (Exhibit 5.1), which is incorporated by reference into the registration statement. The filing does not provide any other financial results or operating information.
02—Key points
Key Highlights
- The underwriters fully exercised their option to purchase 1,500,000 additional Class A common shares from the Company, with the option exercised on March 6, 2024 and closed on March 8, 2024.
- The Company's net proceeds from the option exercise were approximately $59 million.
- Total aggregate net proceeds from the offering, including the option exercise, were approximately $256 million.
- The base offering consisted of 10,000,000 Class A common shares sold on February 26, 2024 by the Company and certain selling securityholders.
- Goldman Sachs & Co. LLC acted as representative of the underwriters under an underwriting agreement that also included Symbotic Holdings LLC and the selling securityholders.
- The offering was made under an effective shelf registration statement filed August 1, 2023 (File No. 333-273383) and a prospectus supplement dated February 21, 2024.
- Sullivan & Cromwell LLP provided an opinion on the legality of the shares issued through the option exercise, filed as Exhibit 5.1.
03—Questions
Frequently Asked Questions
How many additional shares were sold when the underwriters exercised their option?
The underwriters exercised in full their option to purchase up to 1,500,000 additional shares of Class A common stock from the Company, with the exercise closing on March 8, 2024.
How much did the Company receive from the option exercise?
The filing states that the net proceeds to the Company from the option exercise, after underwriting discounts, commissions and offering expenses, were approximately $59 million.
What were the total proceeds from the offering?
The filing states that the aggregate net proceeds to the Company for the offering, including the exercise of the underwriters' option, were approximately $256 million.
Under what registration statement was the offering made?
The offering was made under an effective shelf registration statement filed with the SEC on August 1, 2023 (File No. 333-273383), a base prospectus dated August 2, 2023, and a prospectus supplement dated February 21, 2024, filed under Rule 424(b).
Did selling securityholders participate in the offering?
Yes. The February 26, 2024 offering of 10,000,000 Class A common shares was conducted by the Company and certain selling securityholders under an underwriting agreement that also included Symbotic Holdings LLC and Goldman Sachs & Co. LLC as representative of the underwriters.
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