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 March 26, 2024, Bowman Consulting Group Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and Robert W. Baird & Co. Incorporated, as representatives of the underwriters named in the Underwriting Agreement (the “Underwriters”), and the attorney-in-fact on behalf of the selling stockholders, including the Company’s President, Chief Executive Officer and Chair of the board of directors (the “Board”) and Michael Bruen, the Company’s Executive Vice President and Chief Operating Officer and a director of the Board, named in the Underwriting Agreement (the “Selling Stockholders”), relating to an underwritten 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 1,323,530 shares of Common Stock, and the Selling Stockholders agreed to sell an aggregate of 147,058 shares of Common Stock, to the Underwriters at a public offering price of $34.00 per share. The Company and the selling stockholders granted the Underwriters a 30-day over-allotment option to purchase up to 220,588 additional shares of Common Stock, equivalent to 15% of the shares of Common Stock sold in the Offering, which over-allotment option was exercised in full on March 27, 2024. The Offering, including the exercise of the over-allotment option, closed on April 1, 2024. The shares of Common Stock were sold at a public offering price of $34.00 per share, and were purchased by the Underwriters from the Company and the Selling Stockholders at a price of $31.722 per share. The Company sold 1,502,942 shares of Common Stock to the Underwriters for net proceeds of approximately $47.3 million after deducting the underwriting commissions, discounts, and offering expenses. The Selling Stockholders sold an aggregate of 188,234 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 in the Offering.
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 of 1933, as amended, or contribute to payments the Underwriters may be required to make because of any of those liabilities.
The Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-275786) (the “Registration Statement”), previously filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”) on December 8, 2023, including the prospectus forming a part of the Registration Statement. A preliminary prospectus supplement related to the Offering was filed with the SEC on March 26, 2024, and on March 28, 2024, a final prospectus supplement related to the Offering was filed with the SEC.
The foregoing summary of the Underwriting Agreement does not purport to be complete and 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 into this Item 1.01 by reference.
A copy of the legal opinion, including the related consent of Greenberg Traurig, LLP relating to the legality of the sale of the shares of Common Stock in the Offering, is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
| Item 8.01. | Other Events. |
On March 26, 2024, the Company issued press releases announcing the launch and pricing of the Offering. 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.
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated March 26, 2024, by and among the Company, BofA Securities, Inc. and Robert W. Baird & Co. Incorporated, as representatives of the Underwriters named therein, and the attorney-in-fact on behalf of the Selling Stockholders named therein. | |
| 5.1 | Opinion of Greenberg Traurig, LLP. | |
| 23.1 | Consent of Greenberg Traurig, LLP (included in Exhibit 5.1). | |
| 99.1 | Press release dated March 26, 2024 announcing the proposed offering. | |
| 99.2 | Press release dated March 26, 2024 announcing the pricing of the offering. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BOWMAN CONSULTING GROUP LTD. | ||||||
| Date: April 1, 2024 | By: | /s/ Bruce Labovitz | ||||
| Bruce Labovitz | ||||||
| Chief Financial Officer | ||||||