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 27, 2020

Montrose Environmental Group, Inc.

(Exact Name of Registrant as Specified in Charter)

(949) 988-3500

(Registrant’s telephone number, including area code)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 3.02. Unregistered Sales of Equity Securities.

On July 27, 2020, Montrose Environmental Group, Inc. (the “Company”) issued an aggregate of 1,786,739 shares of its common stock, par value $0.000004 per share (“Common Stock”) and paid $131,821,075.07 in cash proceeds from the Company’s initial public offering (the “IPO”) to OCM Montrose Holdings, L.P. (the “A-1 Holder”) to redeem all issued and outstanding shares of the Company’s Cumulative Series A-1 preferred stock, par value $0.0001 per share. The shares of Common Stock issued in connection with the redemption were valued at $15.00 per share, the public offering price in the IPO. The issuance of Common Stock was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.

On July 30 2020, the Company issued 534,240 shares of Common Stock to the A-1 Holder and 1,999,999 shares of Common Stock to OCM Montrose II Holdings, L.P. (the “A-2 Holder” and, together with the A-1 Holder, the “Warrantholders”) in connection with the full exercise by the A-1 Holder and the A-2 Holder of warrants to purchase 534,240 and 1,999,999 shares of Common Stock, respectively, each at an exercise price of $0.01 per share of Common Stock. The aggregate exercise price of $25,342.39 was paid by the Warrantholders in cash. Each issuance of Common Stock was exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.

Item 8.01. Other Events.

On July 27, 2020, the Company closed the IPO in which it issued an aggregate of 11,500,000 shares of Common Stock, including 1,500,000 shares issued pursuant to the underwriters exercise in full of their option to purchase additional shares.

SIGNATURE

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 hereunto duly authorized.

Date: July 30, 2020