Item 8.01. Other Events.
Public Offering of Common Stock
On
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.
The offering is being made pursuant to the Company's registration statement on
Form S-3 (File No. 333-252035) and an accompanying prospectus previously filed
with the
Updated Company Disclosures
The Company is filing information for the purpose of updating the risk factor
disclosure contained in its prior public filings, including those discussed
under the heading "Item 1A. Risk Factors" in its Quarterly Report on Form 10-Q
for the quarter ended
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 1.1 Underwriting Agreement, dated as ofJanuary 12, 2021 , by and betweenZoom Video Communications, Inc. andJ.P. Morgan Securities LLC . 5.1 Opinion ofCooley LLP . 23.1 Consent ofCooley LLP (contained in Exhibit 5.1). 99.1 Updated Company Disclosures.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including, without limitation, statements relating to the closing of the public offering. These forward-looking statements are based upon the Company's current expectations. Actual results could differ materially from these forward-looking statements as a result of certain factors, including, without limitation, risks related to market conditions and the satisfaction of customary closing conditions related to the public offering. There can be no assurance that the Company will be able to complete the public offering
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on the anticipated terms, or at all. For a discussion of other risks and uncertainties, and other important factors, any of which could cause the Company's actual results to differ from those contained in the forward-looking statements, see the section titled "Risk Factors" in Exhibit 99.1 hereto. Except as required by law, the Company assumes no obligation to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.
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