UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
As previously disclosed, on February 11, 2022, Bowman Consulting Group Ltd. (the “Company”) consummated an underwritten follow-on public offering (the “Offering”), in which the Company sold 900,000 shares of its common stock, par value $0.01 per share (the “Common Stock”), and certain selling stockholders, including the Company’s President, Chairman and Chief Executive Officer (the “Selling Stockholder”), sold 150,000 shares of Common Stock, each at a public offering price of $16.00 per share. The Company did not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholder. Pursuant to an underwriting agreement (the “Underwriting Agreement”) by and among 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 Stockholder, the Company also granted the Underwriters a 30-day over-allotment option to purchase up to 157,500 additional shares of Common Stock (the “Additional Shares”), 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.
Subsequently, on February 28, 2022, the Underwriters exercised their over-allotment option in full, and the closing of the issuance and sale of the Additional Shares occurred on March 2, 2022. The issuance by the Company of the Additional Shares at a price of $16.00 per share resulted in additional gross proceeds of approximately $2.5 million. After deducting the underwriting commissions and discounts, the Company received additional net proceeds of approximately $2.4 million.
On March 2, 2022, the Company issued a press release announcing the full exercise and closing of the over-allotment option in connection with the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press release dated March 2, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) | |
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: March 3, 2022 | By: | /s/ Bruce Labovitz | ||||
| Bruce Labovitz | ||||||
| Chief Financial Officer | ||||||