| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On April 1, 2019 (the “Closing Date”), pursuant to an Asset Purchase and Sale Agreement (the “Purchase Agreement”) by and among Brightcove Inc. (the “Company”), Othello Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of the Company (“U.S. Sub”), Brightcove, S. de R.L. de C.V., a Mexicosociedad de responsabilidad limitada de capital variable and wholly-owned subsidiary of the Company (“Mexico Sub”), Ooyala, Inc., a Delaware corporation (“Ooyala”), Ooyala Global, Inc., a Delaware corporation (“Seller Parent”) and Ooyala México S. de R.L. de C.V., a Mexicosociedad de responsabilidad limitada de capital variable (the “Seller Subsidiary”, and together with Ooyala and Seller Parent, the “Sellers”), the Company completed its previously announced acquisition of the Sellers’ online video platform (OVP) assets in exchange for common stock of the Company and cash (the “Acquisition”). At the closing, the Company issued 1,056,763 unregistered shares of common stock of the Company and paid approximately $5.91 million in cash, which includes approximately $155,000 as a reimbursement of Seller’s audit fees incurred in connection with the Acquisition. Pursuant to the Purchase Agreement, approximately $2.65 million of the cash consideration was placed into an escrow account to secure payment of any claims of indemnification for breaches or inaccuracies in the Sellers’ representations and warranties, covenants and agreements.
A copy of the Purchase Agreement is attached as Exhibit 2.1 to the Company’s Current Report on Form8-K filed on February 13, 2019. The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement.
| Item 3.02. | Unregistered Sale of Equity Securities. |
The information related to the issuance of shares of the Company’s common stock set forth in Item 2.01 of this Current Report on Form8-K is incorporated by reference into this Item 3.02. The shares of the Company’s common stock issued pursuant to the Purchase Agreement were offered and sold in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Rule 506 promulgated thereunder. The Acquisition was a privately negotiated transaction, and no more than 35 recipients of the shares of the Company’s common stock issued pursuant to the Purchase Agreement are not “accredited investors” as defined in Regulation D under the Securities Act.
| Item 7.01. | Regulation FD Disclosure. |
On April 1, 2019, the Company issued a press release announcing the closing of the Acquisition. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
(d) Exhibits
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Exhibit
No. | | Description |
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| 2.1* | | Asset Purchase and Sale Agreement, dated as of February 13, 2019, by and among Brightcove Inc., Othello Acquisition Corporation, Brightcove, S. de R.L. de C.V., Ooyala, Inc., Ooyala Global, Inc., and Ooyala México S. de R.L. de C.V. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form8-K filed with the Securities and Exchange Commission on February 13, 2019) |
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| 99.1 | | Press Release of Brightcove Inc. dated April 1, 2019, furnished herewith. |
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