Item 1.01. Entry into a Material Definitive Agreement.

On May 11, 2021, Axonics, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., Piper Sandler & Co. and SVB Leerink LLC, as representatives of the several underwriters named therein (the "Underwriters"), relating to an underwritten public offering (the "Offering") of 3,500,000 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"). The public offering price was $50.00 per share of Common Stock, and the Underwriters agreed to purchase the Common Stock pursuant to the Underwriting Agreement at a price of $47.25 per share of Common Stock. Under the terms of the Underwriting Agreement, the Company also granted to the Underwriters an option, exercisable in whole or in part at any time for a period of 30 days from the date of the Underwriting Agreement, to purchase up to an additional 525,000 shares of Common Stock from the Company at a price of $47.25 per share of Common Stock, which option was exercised in full prior to the closing of the Offering. The Offering closed on May 14, 2021.

The Offering was made pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-238064) and a related prospectus supplement filed with the Securities and Exchange Commission (the "SEC") on May 11, 2021. A copy of the legal opinion of K&L Gates LLP relating to the legality of the issuance and sale of the shares of Common Stock in the Offering is filed herewith as Exhibit 5.1 hereto.

The net proceeds to the Company from the Offering, including from the exercise by the Underwriters of their option to purchase additional shares as described above, were approximately $189.9 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. In addition, subject to certain exceptions, the Company and its executive officers and directors have agreed not to sell or otherwise dispose of any of the shares of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock held by them for a period ending 60 days after the date of the Underwriting Agreement without first obtaining the written consent of BofA Securities, Inc.

The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

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 the contracting parties. Accordingly, the Underwriting Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Underwriting Agreement, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company's periodic reports and other filings with the SEC.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties. The risks and uncertainties involved include the Company's ability to satisfy certain conditions to closing on a timely basis or at all, market conditions, and other risks detailed from time to time in the Company's periodic reports and other filings with the SEC. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company's current expectations and assumptions and speak only as of the date of this Current Report on Form 8-K. The Company does not intend to revise or update any forward-looking statement in this Current Report on Form 8-K as a result of new information, future events or otherwise, except as required by law.

Item 8.01. Other Events.

On May 11, 2021, the Company issued press releases announcing that it had launched and priced the Offering, and on May 14, 2021, the Company issued a press release announcing the closing of the Offering. Copies of the press releases are attached as Exhibits 99.1, 99.2 and 99.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.




Item 9.01.  Financial Statements and Exhibits.
(d) Exhibits.

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Exhibit No.                                                 Description
1.1                             Underwriting Agreement, dated May 11, 2021, by and among Axonics,
                              Inc. and BofA Securities, Inc., Piper Sandler & Co. and SVB Leerink
                              LLC
5.1                             Opinion of K&L Gates LLP
23.1                            Consent of K&L Gates LLP (included in Exhibit 5.1)
99.1                            Press Release of Axonics, Inc. dated May 11, 2021
99.2                            Press Release of Axonics, Inc. dated May 11, 2021
99.3                            Press Release of Axonics, Inc. dated May 14, 2021
104                           Cover Page Interactive Date File - the cover page XBRL tags are
                              embedded within the Inline XBRL document.

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