424B3 1 ck1723866-424b3.htm 424B3 ck1723866-424b3.htm

 

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-226101

Prospectus Supplement No. 11

(To Prospectus dated August 16, 2018)

 

Select Interior Concepts, Inc.

24,145,996 Shares

Class A Common Stock

 

 

This Prospectus Supplement No. 11 (this “Prospectus Supplement”) supplements and amends our prospectus dated August 16, 2018, as supplemented and amended by the Prospectus Supplement No. 1 dated August 17, 2018, the Prospectus Supplement No. 2 dated September 6, 2018, the Prospectus Supplement No. 3 dated September 7, 2018, the Prospectus Supplement No. 4 dated November 13, 2018, the Prospectus Supplement No. 5 dated January 7, 2019, the Prospectus Supplement No. 6 dated March 12, 2019, Prospectus Supplement No. 7 dated March 15, 2019, Prospectus Supplement No. 8 dated March 20, 2019, Prospectus Supplement No. 9 dated May 10, 2019, and Prospectus Supplement No. 10 dated May 17, 2019 (as supplemented and amended, the “Final Prospectus”), relating to the resale of up to an aggregate of 24,145,996 shares of our Class A common stock, par value $0.01 per share (which we refer to as our “Class A Common Stock”), by the selling stockholders identified in the Final Prospectus (which term as used in the Final Prospectus includes pledgees, donees, transferees or other successors-in-interest).

We will not receive any of the proceeds from the sale of these shares of our Class A Common Stock by the selling stockholders.

This Prospectus Supplement is being filed to update, supplement or amend the information contained in the Final Prospectus with the information contained and incorporated by reference in our Current Report on Form 8-K (the “Current Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 17, 2019.  Accordingly, we have attached the Current Report to this Prospectus Supplement.  

This Prospectus Supplement should be read in conjunction with the Final Prospectus, and this Prospectus Supplement is qualified by reference to the Final Prospectus, except to the extent that the information contained in this Prospectus Supplement supersedes the information contained in the Final Prospectus.  This Prospectus Supplement is not complete without, and may not be delivered or utilized except in connection with, the Final Prospectus, including the additional supplements or amendments thereto.

Our Class A Common Stock is listed for trading on the NASDAQ Capital Market under the symbol “SIC.”

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, under applicable federal securities laws and are eligible for reduced public company reporting requirements.  See “Summary—Emerging Growth Company Status” in the Final Prospectus for more information.

 

Investing in our Class A Common Stock involves a high degree of risk.  Before buying any shares, you should carefully read the discussion of material risks of investing in our Class A Common Stock in the section entitled “Risk Factors” beginning on page 16 of the Final Prospectus.

 

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

The date of this Prospectus Supplement is July 18, 2019.

 


 

 

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):  July 12, 2019

____________________

SELECT INTERIOR CONCEPTS, INC.

(Exact name of Registrant as Specified in Its Charter)

____________________

Delaware

001-38632

47-4640296

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

400 Galleria Parkway, Suite 1760

Atlanta, Georgia

 

30339

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (888) 701-4737

 

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 Instructions 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(s)

 

Name of each exchange on which registered

Class A Common Stock, par value $0.01 per share

 

SIC

 

The Nasdaq Stock Market LLC

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

 

On July 12, 2019, Select Interior Concepts, Inc. (the “Company”) entered into retention agreements (“Retention Agreements”) with each of its executive officers, including Tyrone Johnson, Nadeem Moiz, Kendall R. Hoyd, Sunil Palakodati and Shawn K. Baldwin. The Retention Agreements provide that each executive will be entitled to receive a retention payment on May 15, 2020, subject to the executive’s continued employment with the Company on such date, in the following amounts:  Mr. Johnson, $312,500; Mr. Moiz, $206,000; Mr. Hoyd, $182,500; Mr. Palakodati, $190,312.50; and Mr. Baldwin, $175,000.  The Retention Agreements also provide that the retention payment will be payable in the event of a Change in Control, or a termination of the executive’s employment by the Company without Cause or by Executive for Good Reason (as such terms are defined in the executive’s employment agreement with the Company), occurring prior to May 15, 2020.  

 

 

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 thereunto duly authorized.

 

Date:  July 17, 2019

 

SELECT INTERIOR CONCEPTS, INC.

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Tyrone Johnson

 

 

 

 

Name: Tyrone Johnson

 

 

 

 

Title: Chief Executive Officer