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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): February 21, 2023
Mirion Technologies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| | | | | | | | |
| Delaware | 001-39352 | 83-0974996 |
| (State or Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| | |
| 1218 Menlo Drive | |
| Atlanta, Georgia 30318 | |
| (Address of Principal Executive Offices) | |
| | |
| (770) 432-2744 | |
| (Registrant's telephone number, including area code) | |
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 Symbol(s) | | Name of each exchange
on which registered |
| Class A common stock, $0.0001 par value per share | | MIR | | New York Stock Exchange |
| Redeemable warrants to purchase Class A common stock | | MIR WS | | New York Stock Exchange |
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 2.02. Results of Operations and Financial Condition.
On February 21, 2023, Mirion Technologies, Inc. (the "Company") issued a press release providing updated free cash flow guidance for fiscal year 2023. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Item 2.02 and Item 9.01 in this Current Report on Form 8-K, including the accompanying Exhibit 99.1 hereto, 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, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.
Item 8.01. Other Events.
On February 21, 2023, the Company entered into Subscription Agreements (the “Subscription Agreements”) with certain institutional investors providing for the issuance and sale by the Company of 17,142,857 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”), in a registered direct offering (the “Offering”). The Shares were offered at the closing price of $8.75 per share on February 17, 2023. The closing of the Offering is expected to occur on February 23, 2023, subject to customary closing conditions. On February 21, 2023, the Company issued a press release announcing the Offering, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference.
The Company will receive gross proceeds from the Offering of approximately $150 million and the net proceeds will be approximately $149.6 million, after deducting offering expenses. The Company intends to use approximately $125 million of the net proceeds to repay outstanding indebtedness and the remainder for general corporate purposes.
The Shares were offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-268445) that was initially filed with the Securities and Exchange Commission (the “SEC”) on November 17, 2022, and was declared effective by the SEC on November 28, 2022. The Shares may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.
This Current Report does not constitute an offer to sell the Shares or a solicitation of an offer to buy these Shares, nor shall there be any sale of these Shares 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.
This Current Report contains forward-looking statements that involve risks and uncertainties, such as statements related to the anticipated closing of the Offering and the amount and use of net proceeds expected from the Offering. The risks and uncertainties involved include the Company’s ability to satisfy certain conditions to closing on a timely basis or at all, as well as other risks detailed from time to time in the Company’s SEC filings.
A copy of the legal opinion of Davis Polk & Wardwell LLP, relating to the validity of the shares issued 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 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| | | | | | | | |
Exhibit
Number | | Description |
| | |
| | |
| | |
| | |
| 104 | | Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
SIGNATURE
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.
Date: February 21, 2023
Mirion Technologies, Inc.
By: /s/ Brian Schopfer
Name: Brian Schopfer
Title: Chief Financial Officer