Item 8.01. Other Information.

On October 14, 2020, SI-BONE, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC and BofA Securities, Inc., representatives of the several underwriters (the "Underwriters"), and a stockholder of the Company (the "Selling Stockholder") relating to the offering and sale (the "Offering") of 3,190,053 shares of the Company's common stock, par value $0.0001 per share. Of these shares, 190,053 shares were offered by the Selling Stockholder, and 3,000,000 shares were offered by the Company. The price to the public in the Offering is $22.00 per share of common stock. Pursuant to the Underwriting Agreement, the Underwriters have a 30-day option to purchase up to an additional 478,507 shares of common stock from the Company on the same terms and conditions. The Offering is scheduled to close on October 19, 2020, subject to the satisfaction of customary closing conditions. The shares of common stock are listed on The Nasdaq Global Market.

The Offering is being made pursuant to the Company's effective shelf registration statement on Form S-3 (Registration No. 333-235714) filed with the Securities and Exchange Commission (the "SEC") on December 27, 2019, and declared effective on January 2, 2020. The Company filed with the SEC a preliminary prospectus supplement, dated October 14, 2020, and a final prospectus supplement, dated October 14, 2020, relating to the offer and sale of the shares.

Morgan Stanley and BofA Securities are acting as joint book-running managers. Cantor Fitzgerald & Co., JMP Securities LLC and Needham & Company, LLC are acting as co-managers.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company and the Selling Stockholder, customary conditions to closing, indemnification obligations of the Company, the Selling Stockholder and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

The Underwriting Agreement is filed as Exhibit 1.1 hereto. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the shares in the Offering is attached as Exhibit 5.1 hereto.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits
  Exhibit No.                                           Description

      1.1               Underwriting Agreement, dated October 14, 2020  , by and among the Company,
                      Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives of the
                      several underwriters named on Schedule II thereto, and certain shareholders of
                      the Company named on Schedule I thereto.
      5.1               Opinion Cooley
     23.1               Consent of Cooley LLP   (contained in Exhibit 5.1)
      104             Cover Page Interactive Date File (embedded within the Inline XBRL document)

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