Item 8.01. Other Events.

On August 11, 2022, Inspire Medical Systems, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC (the "Underwriter") in connection with the public offering, issuance and sale by the Company of 1,000,000 shares of the Company's common stock, $0.001 par value per share (the "Common Stock"), at a public offering price of $215.00 per share, less underwriting discounts and commissions, pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-237654) and a related prospectus supplement filed with the Securities and Exchange Commission. Under the terms of the Underwriting Agreement, the Company also granted the Underwriter an option exercisable for 30 days to purchase up to an additional 150,000 shares of its common stock at the public offering price, less underwriting discounts and commissions, which option was exercised in full prior to the closing of the offering. The closing of the offering occurred on August 15, 2022.

The Company estimates the net proceeds from the offering, including from the exercise by the Underwriter of its option to purchase additional shares as described above, will be approximately $243.8 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the offering to continue to hire sales and marketing personnel and expand marketing programs in the United States, Europe and the Asia Pacific region, to reduce outstanding borrowings under the Company's credit facility, to fund product development and research and development activities and the remainder for working capital and other general corporate purposes.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Latham & Watkins LLP, counsel to the Company, has issued an opinion to the Company, dated August 15, 2022, regarding the validity of the shares of common stock to be issued and sold in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.                                  Description
  1.1           Underwriting Agreement, dated August 11, 2022, by and between the
              Company and Goldman Sachs & Co. LLC.
  5.1           Opinion of Latham & Watkins LLP.
  23.1          Consent of Latham & Watkins LLP (included in Exhibit 5.1).
104           Cover Page Interactive Data File - the cover page XBRL tags are embedded
              within the Inline XBRL document.




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