Item 8.01 Other Events. OnMay 19, 2020 ,Alarm.com Holdings, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") withMorgan Stanley & Co. LLC (the "Underwriter") and the selling stockholders named therein, which are entities affiliated withTechnology Crossover Ventures , relating to the sale of 5,616,451 shares of the Company's common stock by the selling stockholders. The Company will not receive any proceeds from the sale of shares of common stock by the selling stockholders. The offering is expected to close on or aboutMay 22, 2020 , subject to customary closing conditions. The Underwriting Agreement contains customary representations, warranties and agreements by the Company and selling stockholders, 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 such parties. The offering is being made pursuant to the Company's effective registration statement on Form S-3ASR (Registration Statement No. 333-238504) previously filed with theSecurities and Exchange Commission and a prospectus supplement. The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete statement of the rights and obligations of the parties under the Underwriting Agreement and the transactions contemplated thereby, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 hereto. Forward-Looking Statements This report contains forward-looking statements, including statements relating to the Company's expectations regarding the completion 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 and uncertainties related to completion of the public offering on the anticipated terms or at all, market conditions and the satisfaction of customary closing conditions related to the public offering. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no duty to update such information except as required under applicable law. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, datedMay 19, 2020 . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). 1
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