UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On February 8, 2022, Bowman Consulting Group Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with D.A. Davidson & Co., as representative of the underwriters named in the Underwriting Agreement (the “Underwriters”), and the attorneys-in-fact on behalf of the selling stockholders, including the Company’s President, Chairman and Chief Executive Officer, named in the Underwriting Agreement (the “Selling Stockholders”), relating to an underwritten follow-on public offering (the “Offering”) of its common stock, par value $0.01 per share (the “Common Stock”). Pursuant to the Underwriting Agreement, the Company agreed to sell 900,000 shares of Common Stock, and the Selling Stockholders agreed to sell an aggregate of 150,000 shares of Common Stock, to the Underwriters at a public offering price of $16.00 per share. The Company granted the Underwriters a 30-day over-allotment option to purchase up to 157,500 additional shares of Common Stock, equivalent to 15% of the shares of Common Stock sold in the Offering, pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-262464), under the Securities Act of 1933, as amended (the “Securities Act”).
The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides that the Company will indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or contribute to payments the Underwriters may be required to make because of any of those liabilities.
The Offering closed on February 11, 2022, and the Company sold 900,000 shares of Common Stock to the Underwriters for total gross proceeds of $16.8 million. After deducting the underwriting commissions, discounts, and offering expenses, the Company received net proceeds of approximately $13.1 million. The Selling Stockholders sold an aggregate of 150,000 shares of Common Stock in the Offering. The Company did not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholders.
The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 8.01. | Other Events. |
On February 8, 2022 and February 11, 2022, the Company issued press releases announcing the pricing of the Offering and the closing of the Offering, respectively. Copies of the press releases are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BOWMAN CONSULTING GROUP LTD. | ||||||
| Date: February 14, 2022 | By: | /s/ Bruce Labovitz | ||||
| Bruce Labovitz | ||||||
| Chief Financial Officer | ||||||