Establishment Labs Reports Material Agreement, Equity Sales

TL;DR

**Establishment Labs just dropped an 8-K on Jan 9, signaling new agreements and equity sales, so watch for potential dilution or growth funding.**

AI Summary

Establishment Labs Holdings Inc. filed an 8-K on January 9, 2024, reporting on a material definitive agreement, results of operations, financial condition, and unregistered sales of equity securities. This filing indicates the company is actively managing its financial structure and potentially raising capital, which could impact existing shareholders through dilution or provide funds for growth initiatives. Investors should note the company's ongoing financial activities and how they might influence future stock performance.

Why It Matters

This filing signals that Establishment Labs is engaged in significant financial and operational activities, including potentially raising capital through equity sales, which could affect the company's valuation and future growth prospects.

Risk Assessment

Risk Level: medium — The mention of 'Unregistered Sales of Equity Securities' suggests potential dilution for existing shareholders, which is a moderate risk.

Analyst Insight

Investors should monitor subsequent filings for details on the material definitive agreement and the impact of unregistered equity sales on share dilution and capital structure. This could signal either growth funding or financial strain.

Key Numbers

• 001-38593 — SEC File Number (identifies the company's registration with the SEC)
• 98-1436377 — IRS Employer Identification Number (identifies the company for tax purposes)
• 506 2434 2400 — Business Phone Number (contact information for the company)

Key Players & Entities

• Establishment Labs Holdings Inc. (company) — the registrant filing the 8-K
• British Virgin Islands (company) — jurisdiction of incorporation
• 001-38593 (dollar_amount) — Commission File No.
• 98-1436377 (dollar_amount) — I.R.S. Employer Identification Number
• January 9, 2024 (date) — Date of Report (date of earliest event reported)

Forward-Looking Statements

• The company may experience short-term stock price volatility due to the unregistered sales of equity securities. (Establishment Labs Holdings Inc.) — medium confidence, target: Q1 2024
• The material definitive agreement could lead to new strategic partnerships or operational changes. (Establishment Labs Holdings Inc.) — low confidence, target: Q2 2024

FAQ

Key Financial Figures

• $50 million — roceeds to the Company of approximately $50 million. The Company intends to use the net pro

Filing Documents

• esta-20240109.htm (8-K) — 38KB
• ex41-formofprexfundedwarra.htm (EX-4.1) — 109KB
• ex101-securitiespurchaseag.htm (EX-10.1) — 244KB
• ex102-registrationrightsag.htm (EX-10.2) — 180KB
• ex991pressrelease1924.htm (EX-99.1) — 19KB
• image83.jpg (GRAPHIC) — 43KB
• 0001688757-24-000005.txt ( ) — 881KB
• esta-20240109.xsd (EX-101.SCH) — 2KB
• esta-20240109_lab.xml (EX-101.LAB) — 24KB
• esta-20240109_pre.xml (EX-101.PRE) — 13KB
• esta-20240109_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 9, 2024, Establishment Labs Holdings Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with select institutional accredited investors (the "Investors"), pursuant to which the Company agreed to issue and sell to the Investors in a private placement (the "Private Placement") (i) an aggregate of 1,101,565 common shares (the "Shares") of the Company, no par value per share (the "Common Shares"), and (ii) in lieu of Common Shares, pre-funded warrants providing for the purchase, upon exercise, of an aggregate of 898,435 Common Shares (the "Pre-Funded Warrants"). The Pre-Funded Warrants are exercisable immediately and until exercised in full. The Securities Purchase Agreement contains customary representations and warranties and agreements of the Company and the Investors and customary indemnification rights and obligations of the parties. The closing of the Private Placement is expected to occur on or about January 12, 2024. The Private Placement is expected to result in gross proceeds to the Company of approximately $50 million. The Company intends to use the net proceeds from the Private Placement for working capital and other general corporate purposes. The Shares, the Pre-Funded Warrants, and the Common Shares issuable upon the exercise of the Pre-Funded Warrants, have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and were offered pursuant to an exemption from registration provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder. In connection with the Private Placement, the Company entered into a registration rights agreement, dated January 9, 2024 (the "Registration Rights Agreement"), with the Investors, pursuant to which, among other things, the Company will (i) prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement on Form

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On January 9, 2024, the Company issued a press release announcing certain of its consolidated preliminary estimates of unaudited financial results for the quarter and year ended December 31, 2023. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 2.02 by reference. The information in Item 2.02 of this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K related to the Shares, the Pre-Funded Warrants and the Common Shares issuable upon the exercise of the Pre-Funded Warrants is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 9, 2024, the Company issued a press release announcing the Private Placement. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. The information in Item 7.01 of this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant to Purchase Common Shares 10.1 Securities Purchase Agreement, dated January 9, 2024 10.2 Registration Rights Agreement, dated January 9, 2024 99.1 Press Release dated January 9, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 hereunto duly authorized. ESTABLISHMENT LABS HOLDINGS INC. Dated: January 9, 2024 By: /s/ Rajbir S. Denhoy Name: Rajbir S. Denhoy Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR