Item 1.01 Entry into a Material Definitive Agreement.
Common Stock Underwriting Agreement
On
A copy of the Common Stock Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated by reference into this Item 1.01. The above description is qualified in its entirety by reference to such exhibit.
Convertible Notes Underwriting Agreement
On
A copy of the Convertible Notes Underwriting Agreement is attached as Exhibit 1.2 hereto and is incorporated by reference into this Item 1.01. The above description is qualified in its entirety by reference to such exhibit.
General
Copies of the Underwriting Agreements have been included to provide security holders with information regarding their terms. They are not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in each Underwriting Agreement were made solely for purposes of the applicable Offering and as of specific dates, were solely for the benefit of the parties to the applicable Underwriting Agreement, may be subject to limitations agreed upon by the contracting parties, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders are not third-party beneficiaries under either Underwriting Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Underwriting Agreements, which subsequent information may or may not be fully reflected in the Company's public disclosures.
The Underwriter and certain of its affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The Underwriter and certain of its affiliates have, from time to time, performed, currently are performing, and may in the future perform, various commercial and investment banking and financial advisory services for the Company and its affiliates, for which they received or will receive customary fees and expenses.
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Supplemental Indenture for the Notes
On
The Notes bear interest at a rate of 2.75% per annum, payable semi-annually in
arrears on
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K under the heading "Supplemental Indenture for the Notes" is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sale of
The Company entered into the Warrant Transactions with the Option Counterparties
in reliance on the exemption from registration provided by Section 4(a)(2) of
the Securities Act of 1933, as amended (the "Securities Act"). The Company
relied on this exemption from registration based in part on representations made
by the Option Counterparties. The Warrant Transactions and the shares of the
Company's common stock issuable upon exercise of the warrants comprising the
Warrant Transactions, if any, have not been registered under the Securities Act
and may not be offered or sold in
To the extent that any shares of the common stock are issued upon exercise of the warrants by any of the Option Counterparties pursuant to the respective Warrant Transactions, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in connection with any resulting issuance of shares of the common stock.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, by and betweenNevro Corp. andMorgan Stanley & Co. LLC , datedApril 1, 2020 , related to the Common Stock. 1.2 Underwriting Agreement, by and betweenNevro Corp. andMorgan Stanley & Co. LLC , datedApril 1, 2020 , related to the Notes. 4.1 Base Indenture, datedJune 13, 2016 , by and betweenNevro Corp. andWilmington Trust, National Association , as Trustee (incorporated by reference to Ex. 4.3 toNevro Corp.'s Annual Report on Form 10-K filed onFebruary 25, 2020 ). 4.2 Supplemental Indenture, datedApril 6, 2020 , by and betweenNevro Corp. andWilmington Trust, National Association , as Trustee. 4.3 Form of 2.75% Senior Convertible Note Due 2025 (included in Exhibit 4.2). 5.1 Opinion ofLatham & Watkins LLP related to the Common Stock. 5.2 Opinion ofLatham & Watkins LLP related to the Notes. 10.1 Letter Agreement, datedApril 1, 2020 , betweenGoldman Sachs & Co. LLC andNevro Corp. , regarding the Base Warrants. 10.2 Letter Agreement, datedApril 1, 2020 , betweenGoldman Sachs & Co. LLC andNevro Corp. , regarding the Base Call Option Transaction. 10.3 Letter Agreement, datedApril 1, 2020 , betweenMorgan Stanley & Co. International plc andNevro Corp. , regarding the Base Warrants. 10.4 Letter Agreement, datedApril 1, 2020 , betweenMorgan Stanley & Co. International plc andNevro Corp. , regarding the Base Call Option Transaction. 10.5 Letter Agreement, datedApril 2, 2020 , betweenGoldman Sachs & Co. LLC andNevro Corp. , regarding the Additional Call Option Transaction. 10.6 Letter Agreement, datedApril 2, 2020 , betweenGoldman Sachs & Co. LLC andNevro Corp. , regarding the Additional Warrants. 10.7 Letter Agreement, datedApril 2, 2020 , betweenMorgan Stanley & Co. International plc andNevro Corp. , regarding the Additional Call Option Transaction. 10.8 Letter Agreement, datedApril 2, 2020 , betweenMorgan Stanley & Co. International plc andNevro Corp. , regarding the Additional Warrants.
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