KnowBe4 Announces the Upsize and Pricing of Follow-On Offering by Selling Stockholders
11 November 2021 - 3:32PM
KnowBe4, Inc. (NASDAQ: KNBE), provider of the leading security
awareness training and simulated phishing platform, today announced
the pricing of its previously announced underwritten public
offering of 8,000,000 shares of its Class A common stock by certain
selling stockholders at a price to the public of $25.75 per share.
The offering was upsized from a previously announced offering size
of 7,000,000. In addition, the selling stockholders have granted
the underwriters a 30-day option to purchase up to an additional
1,200,000 shares of Class A common stock on the same terms and
conditions. The offering is expected to close on November 15, 2021,
subject to customary closing conditions. KnowBe4 will not receive
any proceeds from any sales of shares by the selling stockholders.
Morgan Stanley, Goldman Sachs & Co. LLC,
BofA Securities and KKR Capital Markets, LLC are acting as lead
bookrunners for the offering. Canaccord Genuity, Cowen, Needham
& Company, Piper Sandler and Truist Securities are acting as
co-managers for the offering.
A registration statement relating to these
securities was declared effective by the U.S. Securities and
Exchange Commission on November 10, 2021. The offering is being
made only by means of a prospectus. Copies of the prospectus
related to the offering may be obtained from: Morgan Stanley &
Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd
Floor, New York, New York 10014; Goldman Sachs & Co. LLC,
Attention: Prospectus Department, 200 West Street, New York, New
York 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or
by emailing prospectus-ny@ny.email.gs.com; or BofA Securities,
Attention: Prospectus Department, NC1-004-03-43, 200 North College
Street, 3rd Floor, Charlotte, North Carolina 28255-0001, or by
email at dg.prospectus_requests@bofa.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of these 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.
About KnowBe4
KnowBe4 is the leading provider of “new-school”
security awareness training and simulated phishing platform. Our
mission is to enable your employees to make smarter security
decisions, every day. Through our subscription-based services, your
organization will have access to the leading security awareness
training platform.
Forward-Looking Statements
Certain of the statements made in this press
release are forward looking within the meaning of the Private
Securities Litigation Reform Act of 1995, including, among others,
statements concerning the terms, timing, and expected closing of
the public offering. Actual results or developments may differ
materially from those projected or implied in these forward-looking
statements. Factors that may cause such a difference include,
without limitation, risks and uncertainties related to the
satisfaction of customary closing conditions related to the
offering and the impact of general economic, industry or political
conditions in the United States or internationally. There can be no
assurance that KnowBe4 will be able to complete the offering on the
anticipated terms, or at all. You should not place undue reliance
on these forward-looking statements as predictions of future
events, which statements apply only as of the date of this press
release. Additional risks and uncertainties relating to the
offering, KnowBe4 and its business can be found under the heading
“Risk Factors” in KnowBe4’s most recent most recent Quarterly
Report on Form 10-Q and in the Form S-1 for this offering, as filed
with the Securities and Exchange Commission. Forward-looking
statements represent KnowBe4’s beliefs and assumptions only as of
the date of this press release. KnowBe4 expressly disclaims any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in its expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based, except as may be required under applicable
law.
Contacts
Investors:Ken TalanianIR@knowbe4.com
Media:Kathy WattmanPR@knowbe4.com
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