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UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
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| | 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) December 17, 2021
| |
| Quotient Technology Inc. |
| (Exact name of Registrant as specified in its charter)
| |
| Delaware | 001-36331 | 77-0485123 |
(State or other jurisdiction of
incorporation or organization) | (Commission File Number) | (I.R.S. Employer
Identification Number) |
| 1260 East Stringham Avenue, Suite 600
Salt Lake City, Utah 84106 | |
| (Address of principal executive offices) |
| (650) 605-4600 | |
| (Registrant’s telephone number, including area code) |
| Not Applicable |
| (Former name or former address, if changed since last report) | |
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 (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.00001 par value per share | QUOT | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 7.01. Regulation FD Disclosure.
As previously disclosed, on November 11, 2021, Quotient Technology Inc., a Delaware corporation (the “Company”), entered into a tax benefits preservation plan with American Stock Transfer & Trust Company, LLC, as rights agent (the “Tax Benefits Preservation Plan”). The Company adopted the Tax Benefits Preservation Plan in order to protect against a possible limitation on the Company’s ability to use its net operating losses (the “NOLs”) and certain other tax attributes to reduce potential future U.S. federal income tax obligations. The NOLs and certain other tax attributes are valuable assets to the Company, which may inure to the benefit of the Company and its stockholders.
If the Company experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), its ability to fully utilize the NOLs and certain other tax attributes will be substantially limited and the timing of the usage of the NOLs and other tax attributes could be substantially delayed, which could significantly impair the value of those assets. Generally, an “ownership change” occurs if the percentage of the Company’s stock owned by one or more of its “5-percent shareholders” (as such term is defined in Section 382 of the Code) increases by more than 50 percentage points over the lowest percentage of stock owned by such stockholder or stockholders at any time over a three-year period.
The determination of whether an ownership change has occurred is complex. Based on publicly available information and an analysis of ownership change under Section 382 of the Code, the Company estimates that its current ownership shift of 5-percent shareholders under Section 382 of the Code is approximately 40 percentage points. However, given the complexity of the determination, the Company cannot provide any assurance that this estimate is accurate. Thus, no assurance can be given that the Company has not experienced, or will not in the future experience, an ownership change. The Tax Benefits Preservation Plan is intended to prevent against such an ownership change by deterring any person or group, together with its affiliates and associates, from acquiring beneficial ownership of 4.9% or more of the Company’s securities, and the Company will continue to monitor its estimated ownership change percentage over time to assess whether to terminate the Tax Benefits Preservation Plan or to grant Exemption Requests (as defined in the Tax Benefits Preservation Plan).
The information disclosed under this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. The furnishing of information pursuant to this Item 7.01 will not be deemed an admission that any information in this report is material or required to be disclosed by Regulation FD.
SIGNATURES
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.
Quotient Technology Inc.
By: /s/ Pamela Strayer
Pamela Strayer
Chief Financial Officer and Treasurer
Date: December 17, 2021
