Entry into a Material Definitive Agreement.
On June 19, 2020, Shockwave Medical, Inc. (the “Company”)
issued and sold an aggregate of 1,955,000 shares (the “Shares”) of
the Company’s common stock, par value $0.001 per share (the “Common
Stock”), pursuant to an underwriting agreement dated June 16,
2020 (the “Underwriting Agreement”), among the Company and Morgan
Stanley & Co. LLC and BofA Securities, Inc., as
representatives of the several underwriters named therein (the
“Underwriters”). The Shares include the full exercise of the
Underwriters’ option to purchase an additional 255,000 shares of
Common Stock pursuant to the Underwriting Agreement.
The Shares were sold in a public offering (the “Offering”) pursuant
to a registration statement on Form S-3ASR (File No. 333-239202) (the “Registration
Statement”) and a related prospectus and prospectus supplement, in
each case filed with the Securities and Exchange Commission. The
Company received net proceeds from the Offering of approximately
$84.1 million, after deducting underwriting discounts and
commissions and before estimated offering expenses. The description
of the Underwriting Agreement set forth above is qualified in its
entirety by reference to the Underwriting Agreement, which is filed
as Exhibit 1.1 hereto and is incorporated herein by reference.
Certain of the Underwriters or their affiliates have, from time to
time, performed, and may in the future perform, various financial
advisory and investment banking services for the Company, for which
they received or will receive customary fees and expenses. For
example, certain of the Underwriters also served as underwriters in
connection with the Company’s initial public offering in March 2019
and its public offering in November 2019.
The Company intends to use the net proceeds from the Offering for
sales and marketing activities to support the ongoing
commercialization of its intravascular lithotripsy system,
including the expansion of its sales force, additional medical
affairs and educational efforts and the expansion of its
international sales presence, for research and development and
clinical studies and for working capital and general corporate
purposes. The Company may also use a portion of the net proceeds of
the Offering for acquisitions or strategic transactions, though the
Company has not entered into any agreements or commitments with
respect to any specific transactions and have no understandings or
agreements with respect to any such transactions at this time. The
Company cannot specify with certainty the particular uses of the
net proceeds that it will receive from the Offering. Accordingly,
the Company will have broad discretion in using these proceeds.
Pending the use of proceeds from the Offering as described above,
the Company plans to invest the net proceeds that it receives from
the Offering in short-term and long-term interest-bearing
obligations, including government and investment-grade debt
securities and money market funds.
A copy of the opinion of Davis Polk & Wardwell LLP
relating to the validity of the Shares is filed as Exhibit 5.1
hereto and is incorporated by reference into the Registration
Financial Statements and Exhibits.