Log in
E-mail
Password
Show password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON

KURA SUSHI USA, INC.

(KRUS)
  Report
SummaryQuotesChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
SummaryMost relevantAll NewsAnalyst Reco.Other languagesPress ReleasesOfficial PublicationsSector news

KURA SUSHI USA, INC. : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

07/23/2021 | 04:21pm EDT

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.

(d) 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

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

All news about KURA SUSHI USA, INC.
09/20KURA SUSHI USA, INC.(NASDAQGM : KRUS) added to S&P Global BMI Index
CI
08/02KURA SUSHI USA : William Blair Initiates Coverage on Kura Sushi USA With Outperform Rating
MT
07/23KURA SUSHI USA : Announces Closing of $56.9 Million Public Offering of Common Stock (Form ..
PU
07/23KURA SUSHI USA : Closes Common Stock Offering
MT
07/23KURA SUSHI USA, INC. : Entry into a Material Definitive Agreement, Regulation FD Disclosur..
AQ
07/23KURA SUSHI USA : Announces Closing ofá$56.9 Million Public Offering of Common Stock
AQ
07/21LIVESTOCK HIGHLIGHTS : Top Stories of the Day
DJ
07/21KURA SUSHI USA : Prices Stock OFfering at $45 per Share; Shares Down 6% Early
MT
07/21KURA SUSHI USA : Announces Pricing of Public Offering of Common Stock (Form 8-K)
PU
07/21KURA SUSHI USA : Announces Pricing ofáPublic Offering of Common Stock
AQ
More news
Analyst Recommendations on KURA SUSHI USA, INC.
More recommendations