On September 4, 2019, Appian Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with
Barclays Capital Inc. (the “Underwriter”) and certain selling stockholders named therein, relating to the issuance and sale of 1,825,000 shares of the Company’s Class A common stock by the Company and the sale of 504,000 shares
of the Company’s Class A common stock by certain selling stockholders. The net proceeds to the Company from this offering are expected to be approximately $101.2 million, after deducting estimated offering expenses payable by the Company.
The Company will not receive any proceeds from the sale of shares of Class A common stock by the selling stockholders. The offering is expected to close on or about September 9, 2019, subject to customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company and selling stockholders, customary conditions to
closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. 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 such parties.
The offering is being made pursuant to the Company’s effective registration statement on Form S-3ASR (Registration
Statement No. 333-226941) previously filed with the Securities and Exchange Commission and a prospectus supplement. The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a
complete statement of the rights and obligations of the parties under the Underwriting Agreement and the transactions contemplated thereby, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1
hereto. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares in the offering is attached as Exhibit 5.1 hereto.
On September 4, 2019, the Company issued a press release announcing the offering. Also on September 4, 2019, the Company issued a press release
announcing that it had priced the offering. Copies of the press releases are filed herewith as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Forward-Looking Statements
This report
contains forward-looking statements, including statements relating to the Company’s expectations regarding the completion of the public offering. These forward-looking statements are based upon the Company’s current expectations.
Actual results could differ materially from these forward-looking statements as a result of certain factors, including, without limitation, risks and uncertainties related to completion of the public offering on the anticipated terms or at all,
market conditions and the satisfaction of customary closing conditions related to the public offering. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company
undertakes no duty to update such information except as required under applicable law.