Item 1.01 Entry into a Material Definitive Agreement.
On August 17, 2021, Performant Financial Corporation (the "Company") entered
into an underwriting agreement (the "Underwriting Agreement") with Craig-Hallum
Capital Group, LLC, as representative of the several underwriters named therein
(the "Underwriters"), relating to the public offering of 10,525,000 shares of
the Company's common stock, par value $0.0001 per share ("Common Stock"), at a
public offering price of $3.80 per share. Under the terms of the Underwriting
Agreement, the Company granted the Underwriters a 30-day option to purchase up
to an additional 1,578,750 shares of Common Stock. The offering was made
pursuant to the Company's shelf registration statement on Form S-3 (File
No. 333-258178) (the "Registration Statement"), which became effective upon
filing with the Securities and Exchange Commission, including the related
prospectus, dated August 12, 2021, as supplemented by the prospectus supplement
dated August 17, 2021. The Underwriting Agreement is attached hereto as
Exhibit 1.1 and is incorporated herein by reference. The foregoing description
of the material terms of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the terms of the
Underwriting Agreement.
A copy of the legal opinion relating to the legality of the issuance and sale of
Common Stock in the offering is attached hereto as Exhibit 5.1 and is
incorporated by reference into the Registration Statement.
Item 8.01 Other Events.
On August 17, 2021, the Company issued a press release announcing the
commencement of the public offering. On August 18, 2021, the Company issued a
press release announcing the pricing of the public offering. Copies of the press
releases are attached hereto as Exhibits 99.1 and 99.2 and are incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
1.1 Underwriting Agreement, dated as of August 17, 2021, between the Company
and Craig-Hallum Capital Group, LLC, as representative of the several
underwriters.
5.1 O pinion of Pillsbury Winthrop Shaw Pittman LLP.
23.1 Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).
99.1 Press Release dated August 17, 2021, announcing the commencement of the
public offering.
99.2 Press Release dated August 18, 2021, announcing the pricing of the
public offering.
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PERFORMANT FINANCIAL CORPORATION 
