Item 1.01. Entry into a Material Definitive Agreement.
Purchase Agreement
On March 4, 2021, Cutera, Inc. (the "Company") entered into a purchase agreement
(the "Purchase Agreement") with Stifel, Nicolaus & Company, Incorporated, as
representative of the several initial purchasers named in Schedule I thereto
(the "Initial Purchasers"), to issue and sell $125 million aggregate principal
amount of 2.25% Convertible Senior Notes due 2026 (the "Notes"). In addition,
the Company granted the Initial Purchasers an option to purchase, during a
13-day period beginning on, and including, the date on which the Notes were
first issued, up to an additional $13.25 million aggregate principal amount of
Notes on the same terms and conditions. The Initial Purchasers exercised their
option in full on March 5, 2021, bringing the total aggregate principal amount
of the Notes to $138.25 million.
The Purchase Agreement includes customary representations, warranties and
covenants by the Company and customary closing conditions. Under the terms of
the Purchase Agreement, the Company has agreed to indemnify the Initial
Purchasers against certain liabilities.
The foregoing description of the Purchase Agreement is qualified in its entirety
by reference to the Purchase Agreement attached as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Convertible Notes and the Indenture
On March 4, 2021, the Company priced the Notes. The Notes are senior unsecured
obligations of the Company. The Notes were issued pursuant to an Indenture,
dated March 9, 2021 (the "Indenture"), between the Company and U.S. Bank
National Association, as trustee (the "Trustee").
The Notes will mature on March 15, 2026, unless earlier redeemed, repurchased or
converted. The Notes will bear interest from March 9, 2021 at a rate of 2.25%
per annum payable semiannually in arrears on March 15 and September 15 of each
year beginning September 15, 2021. The notes may bear additional interest under
specified circumstances relating to the Company's failure to comply with its
reporting obligations under the Indenture or if the Notes are not freely
tradeable as required by the Indenture.
The Notes will be convertible at the option of the holders of the Notes at any
time prior to the close of business on the business day immediately preceding
December 15, 2025, only under the following circumstances: (1) during any fiscal
quarter commencing after the fiscal quarter ending on June 30, 2021 (and only
during such fiscal quarter), if the last reported sale price of the Company's
common stock, par value $0.001 per share (hereinafter referred to as "common
stock"), for at least 20 trading days (whether or not consecutive) during a
period of 30 consecutive trading days ending on and including, the last trading
day of the immediately preceding fiscal quarter is greater than or equal to 130%
of the conversion price on each applicable trading day; (2) during the
five-business day period after any five consecutive trading day period (the
"measurement period") in which the trading price per $1,000 principal amount of
Notes for each trading day of the measurement period was less than 98% of the
product of the last reported sale price of the Company's common stock and the
conversion rate for the Notes on each such trading day; (3) if the Company calls
such Notes for redemption, at any time prior to the close of business on the
second scheduled trading day immediately preceding the redemption date; or
(4) upon the occurrence of specified corporate events. On or after December 15,
2025, holders may convert all or any portion of their Notes at any time prior to
the close of business on the second scheduled trading day immediately preceding
the maturity date regardless of the foregoing conditions. Upon conversion, the
Company will satisfy its conversion obligation by paying or delivering, as the
case may be, cash, shares of common stock or a combination of cash and shares of
common stock, at the Company's election. The conversion rate for the Notes will
initially be 30.1427 shares of the common stock per $1,000 principal amount of
Notes, which is equivalent to an initial conversion price of approximately
$33.18 per share of the common stock. The initial conversion price of the Notes
represents a premium of approximately 27.5% to the $26.02 per share last
reported sale price of the common stock on March 4, 2021. The conversion rate is
subject to adjustment under certain circumstances in accordance with the terms
of the Indenture.
The Company may not redeem the Notes prior to March 20, 2024. The Company may
redeem for cash all or any portion of the Notes, at its option, on or after
March 20, 2024, if the last reported sale price of the common stock has been at
least 130% of the conversion price then in effect for at least 20 trading days
(whether or not consecutive) during any 30 consecutive trading day period
(including the last trading day of such period) ending on and including, the
trading day immediately preceding the date on which the Company provides notice
of redemption at a redemption price equal to 100% of the principal amount of the
Notes to be redeemed, plus any accrued and unpaid interest to, but excluding,
the redemption date. No sinking fund is provided for the Notes, which means that
the Company is not required to redeem or retire the Notes periodically.
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Upon the occurrence of a fundamental change (as defined in the Indenture) prior
to the maturity date, subject to certain conditions, holders of the Notes may
require the Company to repurchase all or a portion of the Notes for cash at a
repurchase price equal to 100% of the principal amount of the Notes to be
repurchased, plus any accrued and unpaid interest to, but excluding, the
. . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth under Items 1.01 and 8.01 of this Current Report on
Form 8-K is incorporated herein by reference.
The Company offered and sold the Notes to the Initial Purchasers in reliance on
the exemption from the registration requirements provided by Section 4(a)(2) of
the Securities Act, and for resale by the Initial Purchasers to qualified
institutional buyers pursuant to the exemption from registration requirements
provided by Rule 144A under the Securities Act. The Company relied on these
exemptions from registration based in part on representations made by the
Initial Purchasers in the Purchase Agreement pursuant to which the Company sold
the Notes to the Initial Purchasers. The shares of the common stock issuable
upon conversion of the Notes, if any, have not been registered under the
Securities Act and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements.
To the extent that any shares of the common stock are issued upon conversion of
the Notes, 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 conversion of the Notes and any resulting issuance of shares of the common
stock.
Item 8.01. Other Events.
Press Releases
On March 5, 2021, the Company issued a press release announcing the pricing of
its offering of the Notes in a private placement to qualified institutional
buyers pursuant to Rule 144A under the Securities Act. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
4.1 Indenture, dated as of March 9, 2021, between Cutera, Inc. and U.S.
Bank National Association, as trustee.
4.2 Form of 2.25% Convertible Senior Notes due 2026 (included in Exhibit
4.1).
10.1 Purchase Agreement, dated March 4, 2021, between Cutera, Inc. and
Stifel, Nicolaus & Company, Incorporated, as representative of the
several initial purchasers named in Schedule I thereto.
10.2 Form of Capped Call Transaction Confirmation.
10.3 Amendment No. 1, dated March 4, 2021, to the Loan and Security
Agreement, dated July 9, 2020 by and between Cutera, Inc., and Silicon
Valley Bank.
99.1 Press Release issued by Cutera, Inc., dated March 5, 2021.
104 Cover Page Interactive Data File (formatted as inline XBRL).
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