Instructure Announces Pricing of Public Offering of Common Stock

SALT LAKE CITY, Feb. 15, 2018 /PRNewswire/ -- Instructure, Inc. INST, a leading software-as-a-service (SaaS) technology company that makes software that makes people smarter, today announced the pricing of its registered underwritten public offering of 2,500,000 shares of common stock at a price to the public of $39.50 per share. In addition, Instructure has granted the underwriters a 30-day option to purchase up to an additional 375,000 shares of common stock. All of the shares to be sold in the offering are to be sold by Instructure.  Instructure intends to use the net proceeds of the offering for general corporate purposes, including working capital, sales and marketing activities, research and development activities, general and administrative matters and capital expenditures.  The offering is expected to close on February 21, 2018.

Morgan Stanley and Credit Suisse acted as book-running managers for the offering.

A shelf registration statement relating to the offering was filed with the Securities and Exchange Commission (SEC), and was automatically effective on filing on February 15, 2018.  A preliminary prospectus supplement related to the offering dated February 15, 2018 was filed with the SEC and is available on the SEC's website, located at www.sec.gov. Copies of the preliminary prospectus supplement, final prospectus supplement and the accompanying prospectus relating to this offering, when available, may be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014 or Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, New York, 10010, or by telephone at +1 (800) 221-1037, or by email at newyork.prospectus@credit-suisse.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 the shares of Instructure's common stock in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

Certain of the statements made in this press release are forward looking, such as those, among others, relating to Instructure's expectations regarding whether Instructure will be able to consummate the offering, the satisfaction of customary closing conditions with respect to the offering of the shares, and its anticipated use of net proceeds from the offering. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include risks and uncertainties related to completion of the public offering on the anticipated terms or at all, market conditions and the satisfaction of customary closing conditions related to the public offering. More information about the risks and uncertainties faced by Instructure is contained in the section captioned "Risk Factors" in the preliminary prospectus supplement related to the public offering to be filed with the SEC and other filings with the SEC from time to time. Instructure disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACTS:
Keaton Godfrey
Instructure
(866) 574-3127
kgodfrey@instructure.com

Becky Frost
Instructure
(801) 869-5017
becky@instructure.com

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SOURCE Instructure, Inc.