Cutera, Inc. Announces Pricing of Offering of $100 Million of Convertible Senior Notes

Cutera, Inc. (Nasdaq: CUTR) (“Cutera” or the “Company”), a leading provider of aesthetic and dermatology solutions, today announced the pricing of $100 million aggregate principal amount of 4.00% convertible senior notes due 2029 (the “notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Cutera also granted the initial purchasers of the notes an option to purchase up to an additional $20 million aggregate principal amount of the notes. The sale of the notes is expected to close on December 12, 2022, subject to customary closing conditions.

The notes will be general senior, unsecured obligations of Cutera, and will bear interest at a rate of 4.00% per year. Interest will be payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2023. The notes will mature on June 1, 2029, unless earlier converted, repurchased or redeemed. The initial conversion rate will be 17.1378 shares of Cutera’s common stock (“common stock”) per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $58.35 per share of common stock). The initial conversion price of the notes represents a premium of approximately 17.50% over the last reported sale price of Cutera’s common stock on Nasdaq Global Select Market on December 7, 2022. The notes will be convertible into cash, shares of Cutera’s common stock or a combination of cash and shares of Cutera’s common stock, at Cutera’s election.

Cutera may redeem the notes, at its option, on or after December 5, 2025, if the last reported sale price of Cutera’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on and including the trading day immediately preceding the date on which Cutera provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.