Semrush Announces Early Lock-up Expiration Extension
June 28 2021 - 4:30PM
Business Wire
Semrush Holdings, Inc. (NYSE: SEMR) (“Semrush”, or the
"Company"), a leading online visibility management SaaS platform,
announced today an extension of the early lock-up expiration date
pursuant to the terms of lock-up agreements entered into with the
underwriters (the "lock-up agreements") of Semrush’s initial public
offering ("IPO") of Class A common stock until the close of trading
one business day following the release of earnings for the second
quarter of 2021.
In connection with the Company’s IPO, all of its executive
officers, directors, and substantially all of the holders of the
Company’s common stock, or securities exercisable for or
convertible into the Company’s Class A and Class B common stock
outstanding immediately prior to the IPO (the “securities”) entered
into lock-up agreements that restrict their ability to sell or
transfer their securities, or otherwise engage in certain
transactions related to their securities, for a period of up to 180
days after March 24, 2021 (the “lock-up period”).
Pursuant to the terms of the lock-up agreements, the lock-up
period will end with respect to 33% of the securities subject to
each lock-up agreement on June 22, 2021, which falls within the
Company's quarterly blackout period. Therefore, in accordance with
the terms of the lock-up agreements, the lock-up period with
respect to 33% of the securities subject to each lock-up agreement
as of such date will end one business day following the release of
earnings for the second quarter of 2021, which date will be
separately announced (the "early lock-up expiration extension
date").
The Company estimates that, based on the number of shares of the
Company's common stock, which as of June 22, 2021 are (i)
outstanding or (ii) subject to stock options that have vested,
approximately 42.4 million shares of the Company's common stock may
become eligible for sale in the public market at the open of
trading on the day following the early lock-up expiration extension
date, subject to applicable volume and other restrictions of Rule
144 of the Securities Act of 1933, as amended.
About Semrush
Semrush is a leading online visibility management SaaS platform
that enables businesses globally to run search engine optimization,
pay-per-click, content, social media and competitive research
campaigns and get measurable results from online marketing. Semrush
offers insights and solutions for companies to build, manage, and
measure campaigns across various marketing channels. Semrush, with
over 72,000 paying customers, is headquartered in Boston and has
offices in Pennsylvania, Texas, Czech Republic, Cyprus, Poland and
Russia.
Forward-looking Statements
This press release contains forward-looking statements within
the meaning of the federal securities laws, which are statements
that involve substantial risks and uncertainties. Forward-looking
statements generally relate to future events or our future
financial or operating performance. In some cases, you can identify
forward-looking statements because they contain words such as
“may,” “will,” “shall,” “should,” “expects,” “plans,”
“anticipates,” “could,” “intends,” “target,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential” or
“continue” or the negative of these words or other similar terms or
expressions that concern our expectations, strategy, plans or
intentions. Forward-looking statements include, but are not limited
to, statements about future operating results and our estimates of
the number of shares that may become eligible for sale in the
public market upon the early lock-up release.
The forward-looking statements contained in this release are
also subject to other risks and uncertainties, including those more
fully described in our filings with the Securities and Exchange
Commission (“SEC”), including in the sections entitled “Risk
Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations'' in the final prospectus for
our initial public offering filed on March 25, 2021 and in our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2021
filed on May 11, 2021. Although we believe that our plans,
intentions, expectations, strategies and prospects as reflected in
or suggested by those forward-looking statements are reasonable, we
can give no assurance that the plans, intentions, expectations or
strategies will be attained or achieved. The forward-looking
statements in this release are based on information available to
Semrush as of the date hereof, and Semrush disclaims any obligation
to update any forward-looking statements, except as required by
law. These forward-looking statements should not be relied upon as
representing Semrush’s views as of any date subsequent to the date
of this press release.
Additional information regarding these and other factors that
could affect Semrush's results is included in Semrush’s SEC
filings, which may be obtained by visiting Semrush’s Investor
Relations page on its website at investors.semrush.com or the SEC's
website at www.sec.gov.
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version on businesswire.com: https://www.businesswire.com/news/home/20210628005783/en/
MEDIA: Vincent Schiano Semrush Holdings, Inc.
Vincent.Schiano@semrush.com
INVESTOR: Bob Gujavarty Semrush Holdings, Inc.
Bobby.Gujavarty@semrush.com
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