Item 8.01. Other Events.
On
The net proceeds to the Company from the Offering are approximately
The Offering is being made pursuant to the Company's automatic shelf
registration statement on Form S-3 (File No. 333-261097) (the "Registration
Statement") filed with the
The Company made certain customary representations, warranties and covenants in the Underwriting Agreement concerning the Company and the Registration Statement, preliminary prospectus supplement and final prospectus supplement related to the Offering. The Company has also agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In addition, pursuant to the terms of the Underwriting Agreement, the executive officers and directors of the Company have entered into "lock-up" arrangements with the underwriters, which generally prohibit the sale, transfer or other disposition of securities of the Company for a 60-day period, subject to certain exceptions.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached to this Current Report on Form 8-K as Exhibit 1.1 and incorporated by reference herein.
A copy of the opinion of
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 1.1 Underwriting Agreement, datedNovember 16, 2021 , by and amongPeloton Interactive, Inc. , andGoldman Sachs & Co. LLC andJ.P. Morgan Securities LLC , as representatives of the several underwriters named therein. 5.1 Opinion ofGibson, Dunn & Crutcher LLP . 23.1 Consent ofGibson, Dunn & Crutcher LLP (included in its opinion filed as Exhibit 5.1). 104 Cover Page Interactive Data File - The cover page from the Company's Current Report on Form 8-K filed onNovember 18, 2021 is formatted in Inline XBRL (included as Exhibit 101).
--------------------------------------------------------------------------------
© Edgar Online, source