424B3 1 d808038d424b3.htm 424B3 Table of ContentsFiled pursuant to Rule 424(b)(3) Registration No. 333-233875 Prospectus Nine Energy Service, Inc. 5,000,000 Shares of Common Stock This prospectus relates to the offering and resale by the selling stockholders identified herein (the “Selling Stockholders”) of up to 5,000,000 shares (the “offered shares”) of common stock, par value $0.01 per share (“common stock”), of Nine Energy Service, Inc. (“Nine,” the “Company,” “we” or “us”), from time to time in amounts, at prices and on terms that will be determined at the time of the applicable offering. We are not selling any shares of common stock under this prospectus, and we will not receive any of the proceeds from the sale of the offered shares. The Selling Stockholders may offer and sell the offered shares to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. The price at which the Selling Stockholders may sell the offered shares will be determined by the prevailing market for the offered securities or in negotiated transactions that may be at prices other than prevailing market prices. See “Plan of Distribution” elsewhere in this prospectus for more information about how the Selling Stockholders may sell or otherwise dispose of the offered shares. Our registration of the offered shares does not mean that the Selling Stockholders will offer or sell any shares of our common stock. Our common stock is listed on The New York Stock Exchange (“NYSE”) under the symbol “NINE.” On November 13, 2019, the last reported sale price of our common stock was $5.59 per share. Investing in our shares involves a number of risks. See “Risk Factors” on page 3 to read about factors you should carefully consider before investing in our common stock. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is November 14, 2019. Table of ContentsTABLE OF CONTENTS ABOUT THIS PROSPECTUS ii FORWARD-LOOKING STATEMENTS iii SUMMARY 1 RISK FACTORS 3 USE OF PROCEEDS 3 SELLING STOCKHOLDERS 4 PLAN OF DISTRIBUTION 6 LEGAL MATTERS 8 EXPERTS 8 WHERE YOU CAN FIND MORE INFORMATION 8 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 8 i Table of ContentsABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we are filing with the SEC using a “shelf” registration process. Under this process, using this prospectus and, if required, one or more prospectus supplements, the Selling Stockholders may, from time to time, offer and sell the shares of our common stock covered by this prospectus in one or more offerings. This prospectus provides you with a general description of the shares of our common stock that the Selling Stockholders may offer. Each time the Selling Stockholders sell shares of our common stock, we will, to the extent required by law, provide a prospectus supplement that contains specific information about the terms of that offering. Prospectus supplements may also add, update or change information contained in this prospectus. If the description of the offering varies between any prospectus supplement and this prospectus, you should rely on the information in the applicable prospectus supplement. You should assume that the information appearing in this prospectus and any accompanying prospectus supplement is accurate as of the date on its respective cover, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. Before making an investment in our common stock, you should carefully read this prospectus, any applicable prospectus supplement and any applicable free writing prospectus, together with the information incorporated and deemed to be incorporated by reference herein as described under “Incorporation of Certain Information by Reference” and the additional information described under the heading “Where You Can Find More Information.” You should rely only on the information contained or incorporated by reference in this prospectus and any accompanying prospectus supplement. We have not authorized anyone to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus and any accompanying prospectus supplement constitute an offer to sell or