DISCO Announces Proposed Secondary Public Offering of Common Stock

Rhea-AI Summary

DISCO (NYSE: LAW) has launched an underwritten public offering of 5 million shares of common stock by certain selling stockholders, with an additional 500,000 shares potentially available. DISCO will not receive proceeds from this sale. The offering is contingent upon market conditions, and a registration statement has been filed with the SEC but is not yet effective. Lead managers for the offering are J.P. Morgan Securities and BofA Securities. The lock-up period for some shares will be lifted concurrently with this offering, allowing sales only in connection with it.

Positive

• Public offering of 5 million shares indicates confidence from existing stockholders.
• The potential additional 500,000 shares can enhance liquidity and market presence.

Negative

• Dilution risk exists as additional shares may impact existing shareholders' ownership percentage.
• DISCO will not receive any proceeds from the sale, limiting the potential for growth investment.

AUSTIN, Texas--(BUSINESS WIRE)-- CS Disco, Inc. (“DISCO”) (NYSE: LAW), today announced the commencement of an underwritten public offering of 5,000,000 shares of common stock offered by certain selling stockholders of DISCO (the “Selling Stockholders”). In addition, the Selling Stockholders expect to grant the underwriters a 30-day option to purchase up to an additional 500,000 shares of common stock at the public offering price, less underwriting discounts and commissions. DISCO will not receive any proceeds from the sale of common stock offered by the Selling Stockholders. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed.

J.P. Morgan Securities LLC and BofA Securities Inc. are acting as lead book-running managers and representatives of the underwriters for the proposed offering.

A registration statement on Form S-1 relating to the proposed offering has been filed with the Securities and Exchange Commission but has not yet become effective. The proposed offering will be made only by means of a prospectus forming part of the registration statement relating to the offering. Copies of the preliminary prospectus relating to the proposed offering, when available, may be obtained from: J.P. Morgan Securities LLC, c/o: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204 or by email at prospectus-eq_fi@jpmorganchase.com and BofA Securities, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, attention: Prospectus Department, or by email at dg.prospectus_requests@bofa.com.

In connection with the proposed offering, DISCO announced today that J.P. Morgan Securities LLC and BofA Securities Inc., the lead book-running managers in DISCO’s recent initial public offering, are releasing the lock-up restriction with respect to certain shares of DISCO’s common stock held by the Selling Stockholders, including certain officers and directors of DISCO. The release will take effect concurrently with this offering, and the shares may be sold only in connection with this offering. With respect to each Selling Stockholder, the shares released will count against the shares such Selling Stockholder could be eligible to sell under the early lock-up expiration provision disclosed in DISCO’s prospectus dated July 20, 2021 in connection with DISCO’s initial public offering. Except for the sale pursuant to this registered offering, the lock-up restrictions applicable to the Selling Stockholders shall remain in full force and effect pursuant to the terms of the lock-up agreements entered into in connection with DISCO’s initial public offering.

These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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 DISCO

DISCO (NYSE: LAW) provides a cloud-native, artificial intelligence-powered legal solution that simplifies ediscovery, legal document review and case management for enterprises, law firms, legal services providers and governments. Our scalable, integrated solution enables legal departments to easily collect, process and review enterprise data that is relevant or potentially relevant to legal matters.

References to “DISCO”, the “Company,” “our,” or “we” in this press release refer to CS Disco, Inc. and its subsidiaries on a consolidated basis.

Forward Looking Statements

This press release contains forward-looking statements, including, among other things, statements regarding the completion, timing, terms and size of the proposed offering and DISCO’s expectations with respect to the underwriters’ 30-day option to purchase additional shares of common stock. Words such as “may,” “should,” “will,” “believe,” “expect,” “anticipate,” “target,” “project,” and similar phrases that denote future expectation or intent regarding DISCO’s financial results, operations, and other matters are intended to identify forward-looking statements. You should not rely upon forward-looking statements as predictions of future events.

The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors that may cause DISCO’s actual results, performance, or achievements to differ materially, including (i) our history of operating losses, (ii) our limited operating history, (iii) our ability to maintain and advance our innovation and brand; (iv) our ability to effectively add new customers; (v) our ability to effectively increase usage and penetration with our existing customer base; (vi) our ability to expand our sales coverage and establish a digital sales channel; (vii) DISCO’s ability to expand internationally; (viii) our ability to extend and strengthen our channel partnerships and integrations; (ix) our ability to expand our offering portfolio to a wider range of legal processes outside of our current core offerings; (x) our ability to pursue strategic acquisitions and strategic investments to expand the functionality and value of our solution; (xi) our ability to comply or remain in compliance with laws and regulations that currently apply or become applicable to our business in the jurisdictions in which it operates; (xii) the potential that our computer or electronic systems, applications or services, or those of any third parties on whom we depend, fail or suffer security or data privacy breaches or other unauthorized or improper access to, use of, or destruction of our proprietary or confidential data, employee data, or personal data; (xiii) our ability to compete effectively with existing competitors and new market entrants; (xiv) general market, political, economic, and business conditions; and (xv) the impact that the ongoing COVID-19 pandemic and any related economic downturn could have on our or our customers’ businesses, financial condition and results of operations.

The forward-looking statements contained in this press release are also subject to additional risks, uncertainties, and factors, including those more fully described in our filings with the Securities and Exchange Commission, including our registration statement on Form S-1 relating to this offering and our quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2021, filed with the Securities and Exchange Commission on September 3, 2021. Further information on potential risks that could affect actual results will be included in the subsequent periodic and current reports and other filings that we make with the SEC from time to time.

Forward-looking statements represent DISCO’s management’s beliefs and assumptions only as of the date such statements are made. We undertake no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210913005504/en/

Press Contact:

Laura Wooster

DISCO Corporate Communications

wooster@csdisco.com

Investor Relations Contact:

April Scee

ICR for DISCO

IR@csdisco.com

646-277-1219

Source: DISCO

FAQ

What is the purpose of the public offering by DISCO (LAW)?

The public offering allows certain selling stockholders to divest their shares, potentially enhancing market liquidity.

How many shares is DISCO offering to sell?

DISCO is offering 5 million shares initially, with an option for an additional 500,000 shares.

What is the risk of dilution for DISCO shareholders?

Existing shareholders may experience dilution of their ownership percentage due to the increase in total shares outstanding.

Who are the underwriters for DISCO's public offering?

The lead underwriters are J.P. Morgan Securities LLC and BofA Securities Inc.

When will the lock-up restrictions on certain DISCO shares be released?

The lock-up restrictions will be released concurrently with the public offering.