OSUR OraSure Technologies Inc

Item 1.01 – Entry into a Material Definitive Agreement.

On June 2, 2020, OraSure Technologies, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”), among the Company and J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Evercore Group L.L.C., as representatives for the underwriters named therein, relating to an underwritten public offering of 8,000,000 shares of its common stock, $.000001 par value per share, at a price to the public of $11.00 per share (the “Offering Price”). Under the terms of the Underwriting Agreement, the Company has also granted the underwriters a 30-day option to purchase up to an additional 1,200,000 of shares of common stock at the Offering Price. On June 3, 2020, the underwriters informed the Company that they will be exercising their option to purchase additional shares in full. The Company expects to receive approximately $94.9 million in net proceeds from the offering after deducting underwriting discounts and commissions and other offering expenses payable by the Company, reflecting the full exercise by the underwriters of their option to purchase additional shares. J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Evercore Group L.L.C. are acting as joint book-running managers and as representatives of the underwriters. UBS Securities LLC and Raymond James & Associates, Inc. are acting as co-managers. The shares are expected to be delivered to the underwriters on or about June 5, 2020, subject to the satisfaction of customary closing conditions.

The offering is being made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-228877) previously filed with the Securities and Exchange Commission and a preliminary and final prospectus supplement thereunder. A copy of the Underwriting Agreement executed in connection with the offering is filed herewith as Exhibit 1.1 and is incorporated herein by reference. The Underwriting Agreement contains representations, warranties and covenants of the Company that are customary for transactions of this type and customary conditions to closing. Additionally, the Company has agreed to provide the underwriters with customary indemnification rights under the Underwriting Agreement. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such Exhibit. The opinion of the Company’s counsel regarding the validity of the shares issued in this offering is filed herewith as Exhibit 5.1.