UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 20, 2020
BigCommerce Holdings, Inc.
(Exact name of registrant as specified in charter)
| Delaware | 001-39423 | 46-2707656 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
11305 Four Points Drive
Building II, Third Floor
Austin, Texas 78726
(Address of principal executive offices, including zip code)
(512) 865-4500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
| Series 1 Common Stock, $ 0.0001 par value per share | BIGC | The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☒ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
| Item 8.01 | Other Events. |
Today the Company issued a press release announcing the exercise in full of the underwriters’ option to purchase an additional 750,000 shares of the Company’s Series 1 common stock from certain selling stockholders at a price to the public of $68.00 per share in connection with the previously announced follow-on public offering of its Series 1 common stock pursuant to a registration statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”). The Company will not receive any proceeds from the sale of the additional 750,000 shares of Series 1 common stock by selling stockholders. The initial closing of the follow-on offering occurred on November 17, 2020. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release issued by BigCommerce Holdings, Inc. dated November 20, 2020. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BigCommerce Holdings, Inc. | ||||||
| Date: November 20, 2020 | By: | /s/ Jeff Mengoli | ||||
| Jeff Mengoli | ||||||
| Chief Legal Officer and Secretary | ||||||
Exhibit 99.1
BigCommerce Announces Exercise in Full of the Over-Allotment Option in Follow-on Public Offering
AUSTIN, Texas— November 20, 2020 – BigCommerce Holdings, Inc. (“BigCommerce” or the “Company”) (Nasdaq: BIGC) today announced the exercise in full of the underwriters’ option to purchase an additional 750,000 shares of the Company’s Series 1 common stock from certain selling stockholders at a price to the public of $68.00 per share in connection with the previously announced follow-on public offering of its Series 1 common stock pursuant to a registration statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”). The Company will not receive any proceeds from the sale of the additional 750,000 shares of Series 1 common stock by selling stockholders. The initial closing of the offering occurred on November 17, 2020.
J.P. Morgan and Barclays served as lead book-running managers for the proposed offering. Morgan Stanley, Jefferies and KeyBanc Capital Markets acted as book-running managers. Canaccord Genuity, Needham & Company, Piper Sandler, Raymond James, Stifel and Truist Securities acted as co-managers for the offering.
A registration statement relating to these securities was declared effective by the SEC on November 12, 2020. The offering is being made only by means of a prospectus. A copy of the prospectus may be obtained from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 866-803-9204; or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (888) 603-5847 or by email at Barclaysprospectus@broadridge.com.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About BigCommerce
BigCommerce is a leading software-as-a-service (SaaS) ecommerce platform that simplifies the creation of beautiful, engaging online stores by delivering a unique combination of ease-of-use, enterprise functionality, and flexibility. BigCommerce powers both our customers’ branded ecommerce stores and their cross-channel connections to popular online marketplaces, social networks, and offline point-of-sale systems. As of September 30, 2020, BigCommerce served approximately 60,000 online stores across industries in approximately 150 countries, including Ben & Jerry’s, Skullcandy, Sony, and Woolrich. Headquartered in Austin, BigCommerce has offices in San Francisco, Sydney, and London.
BigCommerce® is a registered trademark of BigCommerce Pty. Ltd. Third-party trademarks and service marks are the property of their respective owners.
Media Relations Contact
Rachael Hensley
PR@BigCommerce.com
ICR PR for BigCommerce
BigCommerceICRPR@icrinc.com
Investor Relations Contact
Rohit Giri
InvestorRelations@BigCommerce.com