NINE 美股招股书 (2023 - 11 - 06 版)

$30,000,000 Nine Energy Service, Inc. Common Stock We have entered into an equity distribution agreement (the “equity distribution agreement”) with PiperSandler & Co. (the “sales agent”) relating to shares of our common stock, par value $0.01 per share (our“common stock”), offered by this prospectus supplement and the accompanying prospectus. In accordancewith the terms of the equity distribution agreement, we may offer and sell shares of our common stockhaving an aggregate offering price of up to $30,000,000 from time to time through the sales agent pursuantto this prospectus supplement and the accompanying prospectus. Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “NINE.”The last reported sale price of our common stock on the NYSE on November 3, 2023 was $3.63 per share. Sales of shares of our common stock, if any, pursuant to this prospectus supplement and the accompanyingprospectus may be made in transactions that are deemed to be “at the market offerings” as defined byRule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including sales madedirectly on or through the NYSE or any other existing trading market for our common stock, or innegotiated transactions. The sales agent is not required to sell any specific number or dollar amount ofshares of our common stock but will use commercially reasonable efforts, consistent with its normaltrading and sales practices, to sell shares designated by us in accordance with the equity distributionagreement. There is no arrangement for funds to be received in an escrow, trust or similar arrangement. Theoffering of our common stock pursuant to the equity distribution agreement will terminate upon the earlierof the sale of all shares subject to the equity distribution agreement or the termination of the equitydistribution agreement by us or the sales agent as provided therein. The sales agent will be entitled to compensation of 3.0% of the gross proceeds of all shares of our commonstock sold under the equity distribution agreement, as further described in the “Plan of Distribution” sectionof this prospectus supplement. In connection with the sale of our common stock on our behalf, the salesagent will be deemed to be an “underwriter” within the meaning of the Securities Act, and thecompensation of the sales agent will be deemed to be underwriting commissions or discounts. Investing in our common stock involves a high degree of risk. See the “RiskFactors” section beginning on page S-3 of this prospectus supplement for adiscussion of certain risks that you should consider in connection with aninvestment in our common stock. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commissionhas approved or disapproved of these securities or passed upon the accuracy or adequacy of thisprospectus supplement or the accompanying prospectus. Any representation to the contrary is acriminal offense. Piper Sandler The date of this prospectus supplement is November 6, 2023. Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-iiWHERE YOU CAN FIND MORE INFORMATIONS-iiINCORPORATION OF CERTAIN INFORMATION BY REFERENCES-iiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-ivINDUSTRY AND MARKET DATAS-vTRADEMARKS AND TRADE NAMESS-viPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-3USE OF PROCEEDSS-6MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERSS-7PLAN OF DISTRIBUTIONS-12LEGAL MATTERSS-13EXPERTSS-13 Prospectus eABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiSUMMARY1RISK FACTORS2THE SUBSIDIARY GUARANTORS3USE OF PROCEEDS4PLAN OF DISTRIBUTION5DESCRIPTION OF COMMON STOCK7DESCRIPTION OF PREFERRED STOCK10DESCRIPTION OF DEBT SECURITIES11DESCRIPTION OF WARRANTS20DESCRIPTION OF RIGHTS22DESCRIPTION OF UNITS23LEGAL MATTERS24EXPERTS24WHERE YOU CAN FIND MORE INFORMATION24INCORPORATION OF CERTAIN INFORMATION BY REFERENCE24 Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement that wefiled with the SEC using a “shelf” registration process. We provide information to you about this offeringin two separate documents that are bound together: (i) this prospectus supplement, which describes thespecific details regarding this offering and (ii) the accompanying prospectus, which provides generalinformation regarding us, our securities and other information, some of which may not apply to the thisoffering. If information in this prospectus supplement is inconsistent with the accompanying prospectus,you should rely on this prospectus supplement. However, if any statement in one of these documents isinconsistent with a statement in a document incorporated by reference in this prospectus supplement havinga later date, the statement in the document having the later date modifies or supersedes the earlier statementas