Item 1.01 Entry into a Material Definitive Agreement
On
The Offering was made under a prospectus supplement and related prospectus filed
with the
Pursuant to the Underwriting Agreement, the Company agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriter may be required to make because of such liabilities. In addition, the Underwriting Agreement also contains customary representations, warranties and agreements by the Company and customary conditions to closing, obligations of the parties and termination provisions. 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.
In connection with the Offering, the Company, the Company's directors and
executive officers and EagleTree also agreed not to sell or transfer any Common
Stock without first obtaining the written consent of the Underwriter, subject to
certain exceptions, for a period of (x) the earlier of (i) 90 days after the
date of the Prospectus (as defined in the Underwriting Agreement) and (ii) the
opening of trading on the first trading day immediately following the Company's
public release of earnings for the quarter ending
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and lock-up arrangements do not purport to be complete and are qualified in their entirety by reference to such exhibit.
A copy of the opinion of
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, dated as ofNovember 14, 2022 , betweenCorsair Gaming, Inc. andGoldman Sachs & Co. LLC 5.1 Opinion ofLatham & Watkins LLP 23.1 Consent ofLatham & Watkins LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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