Item 8.01. Other Events.

On April 12, 2023, SmileDirectClub, Inc. (the "Company") entered into a stock purchase agreement (the "Stock Purchase Agreement") with a certain investor (the "Purchaser"), pursuant to which the Company issued to the Purchaser 600,000 shares (the "Shares") of the Company's Class A common stock, par value $0.0001 per share.

On January 9, 2023, the Company's wholly-owned subsidiary, SmileDirectClub, LLC, entered into an agreement with the Purchaser, pursuant to which we agreed to buy all of the Purchaser's rights, title and interest in certain assets. On April 12, 2023, the parties desired to amend the agreement with the Purchaser (the "Amendment"). As consideration for the Amendment, the Company agreed to issue the Shares to the Purchaser.

The Shares are being issued pursuant to the Company's registration statement on Form S-3 (File No. 333-267370), as amended, which was declared effective by the Securities and Exchange Commission on October 4, 2022, a base prospectus dated October 4, 2022 and a prospectus supplement dated April 13, 2023.

The Stock Purchase Agreement contains customary representations, warranties and covenants made by the Company. The representations, warranties and covenants contained in the Stock Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Stock Purchase Agreement, and may be subject to limitations agreed upon by the contracting parties.

A copy of the opinion of Foley & Lardner LLP, counsel to the Company, relating to the validity of the issuance of the Shares is filed with this Current Report on Form 8-K as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.


Exhibit No.                                             Description
           5.1           Opinion of Foley & Lardner LLP.
       104             Cover Page Interactive Data File (embedded within the Inline XBRL document)

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