nLIGHT Inc.
02/04/2026 | Press release | Distributed by Public on 02/04/2026 15:21
Material Event (Form 8-K)
Item 8.01. Other Events.
On February 3, 2026, nLIGHT, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Stifel, Nicolaus & Company, Incorporated, Robert W. Baird & Co. Incorporated, William Blair & Company, LLC and Raymond James & Associates, Inc. as representatives of the several underwriters named in Schedule I thereto (collectively, the "Underwriters"), relating to an underwritten public offering of 3,977,273 shares of common stock of the Company (the "Underwritten Shares"). The price to the public in the offering is $44.00 per share and the Underwriters have agreed to purchase the shares of common stock from the Company pursuant to the Underwriting Agreement at a price of $42.02 per share. The net proceeds to the Company from this offering are expected to be approximately $166.5 million (or approximately $191.5 million if the Underwriters exercise their option to purchase additional shares from the Company in full) after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for working capital, capital expenditures and other general corporate purposes. Under the terms of the Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase up to an additional 596,590 shares of its common stock (together with the Underwritten Shares, the "Shares"). The closing of the offering is expected to occur on or about February 5, 2026, subject to the satisfaction of customary closing conditions.
The offering is being made pursuant to the Company's effective registration statement on Form S-3 (Registration Statement No. 333-293159) (the "Registration Statement") previously filed with the Securities and Exchange Commission ("SEC") and a related prospectus included in the Registration Statement, as supplemented by a preliminary prospectus supplement dated February 3, 2026 and a final prospectus supplement dated February 3, 2026.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for the 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. In addition, pursuant to the terms of the Underwriting Agreement, the Company and its executive officers and directors have entered into "lock-up" arrangements with the Underwriters, which generally prohibit the sale, transfer or other disposition of securities of the Company for a 60-day period, subject to certain exceptions.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein, and the description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, relating to the legality of the issuance and sale of the Shares in the offering is attached as Exhibit 5.1 hereto and is incorporated by reference herein.
nLIGHT Inc. published this content on February 04, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 04, 2026 at 21:21 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]