Press Release February 05, 2021

Goodwin Represents The Initial Purchasers And Dealers On Mitek Systems Upsized $155.2 Million 0.750% Convertible Senior Notes And Call Spread

The Capital Markets team advised the initial purchasers on Mitek’s System, Inc.’s Rule 144A offering of 0.750% Convertible Senior Notes due 2026. The offering launched at $125 million, but was upsized to $135 million, plus the full exercise of the initial purchasers’ option to purchase additional notes. The initial conversion price of the notes feature a premium of approximately 37.5% up from the reference price of $15.16 per share. In connection with the offering, Mitek and certain investment bank dealers entered into bond hedge and warrant transactions. The bond hedge transactions mitigate equity dilution and/or offset payments due upon conversion of the notes. The warrant transactions effectively raise the conversion price of the notes to approximately $26.53 per share, a 75.0% premium over the reference price.

Mitek Systems, Inc. (Nasdaq: MITK) is a leading innovator of mobile image capture and digital identity verification solutions. Mitek is a software development company with expertise in computer vision, artificial intelligence, and machine learning. Mitek is currently serving more than 7,500 financial services organizations and leading marketplace and financial technology brands across the globe.

Goodwin’s product team consisted of Jim Barri, John Servidio, Kim De Glossop, Benjamin Drai and Patrick Wilson. The corporate team consisted of Brad Weber, Julia White, Andrianna Frinzi and Evan Bott with tax advice from Dan Karelitz.

For more information, please see Mitek Systems Inc.’s pricing press release for the offering.