8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 22, 2021

Chegg, Inc.

(Exact name of registrant as specified in its charter)

(408) 855-5700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

On February 22, 2021, Chegg, Inc. (“Chegg”) issued a press release today announcing the closing of its public offering of 11,274,600 shares of its common stock, par value $0.001 per share, at a public offering price of $102.00 per share, which includes the exercise in full of the underwriters’ option to purchase an additional 1,470,600 shares of its common stock. Chegg issued and sold 10,974,600 shares of its common stock in the offering and Dan Rosensweig, Chegg’s President, Chief Executive Officer and Co-Chairperson of the Board, who is the selling stockholder, sold 300,000 shares of common stock in the offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document

Exhibit 99.1

Chegg Announces Closing of Public Offering of Common Stock and Full Exercise of Underwriters’ Option to Purchase Additional Shares

SANTA CLARA, Calif., February 22, 2021 /BUSINESSWIRE/ -- Chegg, Inc. (NYSE: CHGG), a Smarter Way to Student®, today announced the closing of its public offering of 11,274,600 shares of its common stock at a public offering price of $102.00 per share, which includes the exercise in full of the underwriters’ option to purchase an additional 1,470,600 shares of its common stock. Chegg sold 10,974,600 shares of its common stock in the offering and Dan Rosensweig, our President, Chief Executive Officer and Co-Chairperson of the Board, who is the selling stockholder, sold 300,000 shares of common stock in the offering. Chegg did not receive any proceeds from the sale of the shares by the selling stockholder.

Morgan Stanley, Goldman Sachs & Co. LLC and Allen & Company LLC acted as joint book-running managers for the offering. KeyBanc Capital Markets, Needham & Company, Raymond James, William Blair, Barrington Research, Berenberg, Craig-Hallum and Northland Capital Markets acted as co-managers.

An effective registration statement relating to these securities was filed with the Securities and Exchange Commission (the “SEC”) on February 16, 2021. The offering was made solely by means of a prospectus, copies of which may be obtained by contacting Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014 or by email at prospectus@morganstanley.com; from Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526, or by email at prospectus-ny@ny.email.gs.com; or from Allen & Company LLC, Attention: Prospectus Department, 711 Fifth Avenue, New York, NY 10022, by telephone at (212) 339-2220, or by email at allenprospectus@allenco.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.

SOURCE Chegg, Inc.

Investor Contact: Tracey Ford; ir@chegg.com

Media Contact: press@chegg.com