Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On April 24, 2020, the Company issued 0.3 million shares of its common stock to certain former shareholders of Direct Conversion AB (publ) (“Direct Conversion”) pursuant to the purchase agreement. The Company's shares were issued as part of the purchase price of Direct Conversion as part of the deferred consideration pursuant to the purchase agreement. In issuing these shares, the Company relied on the exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, (the “Securities Act”), Rule 506 of Regulation D, and/or Regulation S promulgated under the Securities Act. Information relating to the issuance of these shares was provided in the Company’s Amended Current Report on Form 8-K/A filed with the Securities and Exchange Commission on April 29, 2020 and is incorporated by reference.
On June 9, 2020, the Company issued an aggregate of $200 million principal amount of its 4.00% Convertible Senior Notes due 2025 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Convertible Notes are convertible into shares of the Company’s common stock on the terms set forth in the Indenture entered into by and among the Company and Wells Fargo Bank, National Association, as trustee on June 9, 2020. Information relating to the issuance of the Convertible Notes was provided in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 9, 2020 and is incorporated by reference.
Item 3. Defaults Upon Senior Securities
None.
65
Table of Contents
Item 4. Mine Safety Disclosures
Not applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.