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): August 1, 2017
TINTRI, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-38117 | 26-2906978 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
303 Ravendale Drive
Mountain View, California 94043
(Address of principal executive offices including zip code)
(650) 810-8200
(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 Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-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 8.01. | Other Events. |
As previously reported, on June 29, 2017, Tintri, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Underwriters”), relating to the public offering, issuance and sale of 8,572,000 shares of the Company’s common stock at $7.00 per share (the “Offering”). The initial closing of the Offering took place on July 6, 2017 at which time the Company sold 8,572,000 shares of common stock. The Company granted the underwriters a30-day option to purchase up to an additional 1,285,800 shares, solely to cover over-allotments.
The Underwriters exercised their over-allotment option and the second closing of the Offering took place on August 1, 2017, at which time the Company sold 1,000,000 shares of common stock.
The Offering was made pursuant to the Company’s registration statement onForm S-1 (RegistrationNo. 333-218429), as amended, which was previously filed with the Securities and Exchange Commission.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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 thereunto duly authorized.
| Tintri, Inc. | ||||||
| Date: August 3, 2017 | By: | /s/ Ian Halifax | ||||
| Ian Halifax | ||||||
| Chief Financial Officer | ||||||