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 September 5, 2023, LegalZoom.com, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with LucasZoom, LLC (the “Selling Stockholder”). On September 11, 2023, pursuant to the Purchase Agreement and substantially concurrently with the closing of the Secondary Offering (as defined below), the Company repurchased 4,718,755 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for an aggregate purchase price of approximately $45.1 million directly from the Selling Stockholder in a private, non-underwritten transaction (the “Stock Repurchase”), at a price per share of $9.55, which is equal to the price paid by the Underwriters (as defined below) to the Selling Stockholder in the Secondary Offering. The Stock Repurchase was funded from cash on hand and was part of the Company’s existing share repurchase program.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 8.01 Other Events.
On September 6, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) among the Company, J.P. Morgan Securities LLC, as representative of the several underwriters named therein (the “Underwriters”), and the Selling Stockholder in connection with the underwritten public offering by the Selling Stockholder of 14,000,000 shares of Common Stock at a public offering price of $10.00 per share (the “Secondary Offering”). In connection with the Secondary Offering, the Selling Stockholder granted the Underwriters a 30-day option to purchase up to an additional 2,100,000 shares of Common Stock. The Company did not offer any shares of Common Stock in the Secondary Offering and did not receive any proceeds from the sale of shares of Common Stock in the Secondary Offering. On September 8, 2023, the Underwriters notified the Company and the Selling Stockholder of their intent to exercise their option to purchase the additional 2,100,000 shares in full. The Secondary Offering closed on September 11, 2023.
The Secondary Offering was made pursuant to a prospectus supplement, dated September 6, 2023, to the prospectus, dated September 6, 2023, which was included in the Company’s shelf registration statement on Form S-3 (File No. 333-274367) filed with the Securities and Exchange Commission (the “Commission”) on September 6, 2023, and which became effective upon filing with the Commission.
The Underwriting Agreement contains the terms and conditions for the sale by the Selling Stockholder of the shares of Common Stock to the Underwriters, customary representations, warranties and agreements by the Company and Selling Stockholder, customary conditions to closing, indemnification obligations of each party to the Underwriting Agreement, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated as of September 6, 2023, among the Company, J.P. Morgan Securities LLC and the Selling Stockholder. | |
| 10.1 | Stock Purchase Agreement, dated September 5, 2023, between the Company and the Selling Stockholder. | |
| 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.
| LegalZoom.com, Inc. | ||||||
| Date: September 11, 2023 | By: | /s/ Noel Watson | ||||
| Noel Watson | ||||||
| Chief Financial Officer | ||||||
| (Principal Financial and Accounting Officer) | ||||||