Item 1.01 Entry into a Material Definitive Agreement.
On July 20, 2021, Kura Sushi USA, Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with William Blair &
Company, L.L.C. and Stephens Inc. as representatives of the Underwriters listed
on Schedule I attached thereto (the "Underwriters"). Pursuant to the
Underwriting Agreement, the Company agreed to sell 1,100,000 shares of the
Company's Class A Common Stock, $0.001 par value per share (the "Common Stock"),
to the Underwriters at a price of $45.00 per share (the "Offering Shares"), and
granted an over-allotment option to purchase up to 165,000 shares of the
Company's Common Stock (the "Option Shares" and together with the Offering
Shares, the "Shares"). On July 21, 2021, the Underwriters exercised their option
to purchase all of the Option Shares.
The Underwriting Agreement contains customary representations, warranties, and
covenants of the Company and also provides for customary indemnification by the
Company in favor of the Underwriters against certain liabilities and customary
contribution provisions in respect of those liabilities.
The offering and sale of the Common Stock was made pursuant to the Company's
Registration Statement on Form S-3 (Registration No. 333-255928) (the "Initial
Registration Statement") filed by the Company with the Securities and Exchange
Commission (the "Commission"), and the Company's Registration Statement on Form
S-3 (Registration No. 333-258060) pursuant to Rule 462(b) under the Securities
Act of 1933, as amended (the "Rule 462(b) Registration Statement" and together
with the Initial Registration Statement, the "Registration Statement") filed by
the Company with the Commission, including a prospectus supplement dated
July 20, 2021, to the base prospectus contained in the Initial Registration
Statement, filed by the Company with the Commission pursuant to Rule 424(b)
under the Securities Act. The sale of the Shares pursuant to the Underwriting
Agreement closed on July 23, 2021.
The foregoing description of the Underwriting Agreement is qualified in its
entirety by reference to the Underwriting Agreement, a copy of which is attached
hereto as Exhibit 1.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On July 23, 2021, the Company closed on its public offering of an aggregate of
1,265,000 shares of Class A Common Stock. A copy of the press release announcing
the closing of the offering is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
The information contained in this Item 7.01 of this Current Report, including
the press release attached hereto as Exhibit 99.1, shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are furnished herewith:
Exhibit Number Description
1.1 Underwriting Agreement, by and between Kura Sushi USA, Inc.
and William Blair & Company, LLC and Stephens Inc., as
representative of the Underwriters, dated July 20, 2021
5.1 Opinion of Squire Patton Boggs (US) LLP as to the legality
of the securities
99.1 Press Release by Kura Sushi USA, Inc. dated July 23, 2021
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