Filed Pursuant to Rule 424(b)(3)
Registration No. 333-260528
Prospectus Supplement No. 6
(to prospectus dated March 11, 2022)
Mirion Technologies, Inc.
Up to 8,560,540 Shares of our Class A
Common Stock Issuable upon Redemption of Shares of IntermediateCo Class B Common Stock
Up to 27,249,979 Shares of our Class A Common Stock Issuable upon Exercise of Warrants
143,250,440 Shares of our Class A Common Stock for Resale by the Selling Holders
This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated March 11, 2022 (the “Prospectus”), which forms part of our registration statement on Form S-1 (No. 333-260528) with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on October 3, 2022 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to: (1) the issuance by us of up to an aggregate of 35,810,519 shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), of Mirion Technologies, Inc. (the “Company”) that may be issued upon (i) the exercise of 27,249,979 warrants to purchase Class A common stock at an exercise price of $11.50 per share of Class A common stock, including the public warrants and the private placement warrants (each as defined in the Prospectus), and (ii) the redemption of up to 8,560,540 shares of Class B common stock, par value $0.0001 per share (the “IntermediateCo Class B common stock”), of Mirion IntermediateCo, Inc. (“IntermediateCo”); and (2) the offer and sale, from time to time, by the selling holders identified in the Prospectus (the “Selling Holders”), or their permitted transferees, of up to 143,250,440 shares of Class A common stock.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Terms used in this prospectus supplement but not defined herein shall have the meanings given to such terms in the Prospectus.
You should read the Prospectus, this prospectus supplement and any additional prospectus supplement or amendment carefully before you invest in our securities. Our Class A common stock and public warrants are listed on the New York Stock Exchange under the symbols “MIR” and “MIR WS,” respectively. On September 30, 2022, the closing price of our Class A common stock was $7.47 per share and the closing price for our public warrants was $1.49 per warrant.
Investing in our Class A common stock and warrants involves a high degree of risk. See the section titled “Risk Factors” beginning on page 19 of the Prospectus and in any applicable prospectus supplement.
Neither the SEC nor any other state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.
October 3, 2022
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): October 3, 2022
Mirion Technologies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
|(State or Incorporation)||(Commission File Number)||(I.R.S. Employer Identification Number)|
1218 Menlo Drive
Atlanta, Georgia 30318
(Address of Principal Executive Offices)
(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
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 3, 2022, Mirion Technologies, Inc. (the “Company”) announced the appointment of Michael Rossi, as Medical Group President of the Company.
Prior to joining the Company, Mr. Rossi, age 51, was the Head of Radioligand Imaging for the Advanced Accelerator Applications business of Novartis. Prior to Novartis, Michael spent five years at Jubilant Pharma where he served in several different roles with increasing levels of responsibility. Michael also brings experience from GE Healthcare, Tyco Healthcare/Mallinckrodt and Syncor International to the Mirion team. Michael earned a Bachelor of Science in Pharmacy degree from the University of the Sciences – Philadelphia College of Pharmacy and carries the Authorized Nuclear Pharmacist Certification from Butler University.
Michael has also served on several Boards of Directors and remains a Licensed Pharmacist in the state of Pennsylvania.
In connection with Mr. Rossi’s appointment, the Company entered into an employment agreement with Mr. Rossi. The employment agreement provides for, among other things: (i) an annual base salary of $470,000, (ii) an annual target bonus of 60% of base salary (with such target subject to increase up to a maximum of 120% of base salary or decrease up to a minimum of 30% of base salary, as determined by the Company’s board of directors (the “Board”) or a committee thereof) based upon the achievement of certain performance and individual metrics, (iii) an initial award of restricted stock units (“RSUs”) under the Company’s Omnibus Incentive Plan (the “Plan”) valued at approximately $650,000 and (iv) eligibility to participate in the Company’s health and welfare benefit plans and the Company’s deferred compensation plan. The employment agreement also provides that Mr. Rossi will be eligible for additional equity awards under the Plan with a grant date fair value of no less than 106% of Mr. Rossi’s then current base salary (“LTI awards”), which LTI awards are expected to be made on an annual basis on or around April 1 of each calendar year.
In addition, the employment agreement provides that upon the termination of Mr. Rossi’s employment with the Company without “cause” or by Mr. Rossi for “good reason,” (each as defined in the employment agreement), then subject to his execution and non- revocation of a general release of claims against the Company, Mr. Rossi will be entitled, in addition to any accrued amounts, to (i) continuation of his annual base salary for twelve (12) months following the termination date of his employment (provided that, if Mr. Rossi’s employment is terminated without cause or for good reason within twelve (12) months of a “change in control” (as such term is defined in the Plan), Mr. Rossi will receive an amount equal to one (1) times the sum of his base salary and target bonus), (ii) a pro- rata portion of Mr. Rossi’s annual incentive bonus for the fiscal year in which the termination of his employment occurs and (iii) continued payment by the Company, for the twelve (12) months following the termination date of his employment, of the group health continuation coverage premiums for Mr. Rossi and his dependents under COBRA. The employment agreement also provides that in the event of Mr. Rossi’s death or permanent disability, Mr. Rossi or his estate will be entitled, in addition to any accrued amounts, to a pro-rata annual incentive bonus.
There are no arrangements or understandings between Mr. Rossi and any other persons pursuant to which Mr. Rossi was appointed as the Group President, Medical of the Company and there are no family relationships between Mr. Rossi and any director or executive officer of the Company. Additionally, there are no transactions between Mr. Rossi and the Company or its subsidiaries that would be required to be reported under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On October 3, 2022, the Company issued a press release regarding the appointment of Mr. Rossi as Group President, Medical. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
|99.1*||Mirion Technologies, Inc. press release dated October 3, 2022|
|104||Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)|
* Filed herewith.
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: October 3, 2022
|Mirion Technologies, Inc.|
|By:||/s/ Brian Schopfer|
|Title:||Chief Financial Officer|
Mirion Technologies Appoints Michael Rossi as President of Mirion Medical
Atlanta, GA – October 3, 2022 – Mirion Technologies, Inc. (“Mirion,” “we” or the “Company”) (NYSE: MIR), a global provider of radiation detection, measurement, analysis and monitoring solutions to the medical, nuclear, defense, and research end markets, today announced the appointment of Michael Rossi as the President of Mirion Medical. Michael will report directly to Mirion’s CEO, Tom Logan, who had been acting as President of the business segment.
Michael joins Mirion from Novartis, where he most recently served as the Head of Radioligand Imaging for the Advanced Accelerator Applications business. Prior to Novartis, Michael spent five years at Jubilant Pharma where he served in several different roles with increasing levels of responsibility. Michael also brings experience from GE Healthcare, Tyco Healthcare/Mallinckrodt and Syncor International to the Mirion team. Michael earned a Bachelor of Science in Pharmacy degree from the University of the Sciences – Philadelphia College of Pharmacy and carries the Authorized Nuclear Pharmacist Certification from Butler University. Michael has also served on several Boards of Directors and remains a Licensed Pharmacist in the state of Pennsylvania.
“I am thrilled to welcome Michael to the Mirion team,” said Tom Logan, Mirion’s CEO. “Michael has a unique blend of domain experience and leadership qualities in the nuclear medicine space. His appointment comes at an exciting time for the Company, as we aim to drive organic and inorganic growth and margin expansion across our medical business. I am confident that Michael will accelerate the attainment of our healthcare ambitions.”
“I am incredibly excited to be joining Mirion Medical at such an impactful time in the Company’s growth trajectory,” added Michael Rossi. “What Tom and the team have built over the last few years is truly impressive and I look forward to building off the solid momentum with my new colleagues.”
Mirion Technologies is a leading provider of detection, measurement, analysis and monitoring solutions to the nuclear, defense, medical and research end markets. The organization aims to harness its unrivaled knowledge of ionizing radiation for the greater good of humanity. Headquartered in Atlanta (GA – USA), Mirion employs around 2,800 people and operates in 13 countries. For more information, and for the latest news and content from Mirion, visit ir.mirion.com.
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