GDYN Grid Dynamics Holdings Inc

Item 1.01. Entry into a Material Definitive Agreement

On June 30, 2021, Grid Dynamics Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, William Blair & Company, L.L.C., and Cowen and Company, LLC, as representatives (the “Representatives”) of the underwriters (the “Underwriters”), and the selling stockholders named in the Underwriting Agreement (the “Selling Stockholders”), pursuant to which the Company and the Selling Stockholders agreed to offer and sell 4,000,000 and 6,100,262 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), respectively, to the Underwriters at a price to the public of $15.03 per share. Pursuant to the terms of the Underwriting Agreement, the Company and certain of the Selling Stockholders also granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,470,039 and 45,000 shares of Common Stock from the Company and those Selling Stockholders, respectively, at the same price to the public per share as the Shares, which the Underwriters have exercised in full. The offering is expected to close on July 6, 2021, subject to customary closing conditions.

The Company estimates that the net proceeds from this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, will be approximately $77.5 million based on the Underwriters’ exercise of their option in full. The Company intends to use the net proceeds from the offering for general corporate purposes. The Company will not receive any proceeds from the sale of the Shares by the Selling Stockholders.

The offer and sale of the Shares sold in the offering were registered under the Securities Act of 1933, as amended, pursuant to two effective shelf registration statements on Form S-3 (Registration Nos. 333-255732 and 333-238202) filed with the Securities and Exchange Commission. The offer and sale of the Shares in the offering are described in the Company’s prospectuses constituting a part of the registration statements, as supplemented by a final prospectus supplement, dated June 30, 2021.

The Underwriting Agreement contains customary representations and warranties of the parties, and indemnification and contribution provisions under which the Company and the Selling Stockholders have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. 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 foregoing description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.