N-able, Inc. — Regulatory Filings 2021

Dec 15, 2021

424B3 1 nabl-20211215x8k.htm 424B3 html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk Copyright 2021 Workiva Document

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-259014

Prospectus Supplement

(to Prospectus dated September 7, 2021)

N-able, Inc.

Up to 20,623,282 Shares of Common Stock

This prospectus supplement updates, amends and supplements the prospectus, dated September 7, 2021, as previously supplemented by that prospectus supplements dated November 4, 2021 and November 9, 2021 (collectively, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333259014). This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained in our Current Report on Form 8-k dated December 13, 2021 that we filed with the U.S. Securities and Exchange Commission, or the SEC, on December 15, 2021, which is set forth below.

The Prospectus and this prospectus supplement relate to the sale of up to 20,623,282 shares of our common stock which may be resold from time to time by the selling shareholders identified in the Prospectus. We are not selling any common stock under the Prospectus and this prospectus supplement and will not receive any of the proceeds from the sale or other disposition of shares by the selling shareholders.

This prospectus supplement is not complete without, and may not be delivered or used except in connection with, the Prospectus. This prospectus supplement is qualified by reference to the Prospectus except to the extent that the information in this prospectus supplement updates and supersedes the information contained in the Prospectus, including any supplements or amendments thereto.

We are a “controlled company” under the corporate governance rules of the New York Stock Exchange, or NYSE, applicable to listed companies, and therefore we are permitted to, and we intend to, elect not to comply with certain corporate governance requirements thereunder. For more information, see the discussion under the heading “Management—Controlled Company” in the Prospectus.

Our common stock is listed on the NYSE under the ticker symbol “NABL.” On December 14, 2021, the last reported sale price of our common stock was $11.26 per share.

We qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, and, as such, we have elected to provide in this prospectus more limited disclosures than an issuer that would not so qualify. In addition, for so long as we remain an emerging growth company, we may take advantage, for a period of time, of certain exceptions from the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act of 2010.

In reviewing this prospectus, you should carefully consider the matters described under the heading “Risk Factors” in the Prospectus.

Neither the SEC nor any state securities commission has approved or disapproved these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is December 15, 2021.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

December 13, 2021

Date of Report (Date of earliest event reported)

N-able, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-40297	85-4069861
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

301 Edgewater Dr

Suite 306

Wakefield, Massachusetts 01880

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (781) 328-6490

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $0.001 par value	NABL	New York Stock Exchange

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 1.01 Entry into a Material Definitive Agreement.

On December 13, 2021, N-able, Inc. (the “Company”) entered into a First Amendment to Stockholders’ Agreement, by and among the Company and the stockholders named therein (the “Stockholders’ Agreement Amendment”). The Stockholders’ Agreement Amendment amends the stockholders’ agreement, dated as of July 19, 2021, by and among the Company and certain stockholders named therein (the “Stockholders’ Agreement”), to (1) provide that with respect to certain required stock ownership thresholds applicable to the rights of the Lead Investors pursuant to the Stockholders’ Agreement, including the right to nominate directors for elections to the Board, the determination of whether the Lead Investors’ satisfy such thresholds will be based on the stock ownership of the Lead Investors relative to the Company’s then-current outstanding shares of common stock rather than the number of shares of common stock outstanding as of the date of the Company’s spin-off from SolarWinds Corporation and (2) remove each of the TB Co-Investors (as defined in the Stockholders’ Agreement) as party to the Stockholders’ Agreement.

The foregoing summary of the Stockholders’ Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached to this Current Report on Form 8-K (this “Current Report”) as Exhibit 10.1 and incorporated in its entirety into this Item 1.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed on the Exhibit Index immediately preceding such exhibits are furnished as part of this Current Report on Form 8-K.

Exhibit Number	Description
10.1	First Amendment to Amended and Restated Stockholders' Agreement among the Company and the stockholders named therein, dated December 13 , 2021
104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

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.

/s/ John Pagliuca
John Pagliuca
President and Chief Executive Officer