Current Report Filing (8-k)
February 04 2021 - 7:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
February 4, 2021
Smile
DirectClub, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-39037
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83-4505317
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(State or other
jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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414 Union Street
Nashville, Tennessee
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37219
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(Address of Principal Executive Offices)
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(Zip Code)
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(800) 848-7566
(Registrant’s telephone number, including
area code)
Not
applicable
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Class A Common Stock, par value $.0001 per share
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SDC
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The Nasdaq Stock Market LLC
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Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01.
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Regulation FD Disclosure.
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On
February 4, 2021, SmileDirectClub, Inc. (“SmileDirectClub”) issued a press release announcing its intent to
offer, subject to market conditions and other factors, $350,000,000 in aggregate principal amount of convertible senior notes due
2026 (the “Notes”) in a private placement that is exempt from the registration requirements of the Securities Act of
1933, as amended (the “Securities Act”) to persons reasonably believed to be qualified institutional buyers pursuant
to Rule 144A under the Securities Act. SmileDirectClub also announced its intention to grant to the initial purchasers of the notes
an option to purchase up to an additional $52,500,000 aggregate principal amount of notes. A copy of the press release is attached
hereto and furnished as Exhibit 99.1 and is incorporated herein by reference.
This Current Report on Form 8-K and such
press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall either constitute
an offer, solicitation or sale of securities in any state in which the offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such state. The Notes have not been registered under the Securities
Act or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption
from registration under the Securities Act and applicable state securities laws.
The information in this Item 7.01, including
the accompanying Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such
information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of the general
incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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SMILEDIRECTCLUB, INC.
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Date: February 4, 2021
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By:
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/s/ Kyle
Wailes
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Kyle Wailes
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Chief Financial Officer
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