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
| March 12, 2020 (March 12, 2020) | ||||||||||||||
| Date of Report (date of earliest event reported) | ||||||||||||||
Rimini Street, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37397 | 36-4880301 | ||||||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
3993 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169
(Address of principal executive offices) (Zip Code)
(702) 839-9671
(Registrant’s telephone number, including area code)
N/A
(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:
| ¨ | 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, par value $0.0001 per share | RMNI | The Nasdaq Global Market | ||||||||||||
| Public Units, each consisting of one share of Common Stock, $0.0001 par value, and one-half of one Warrant | RMNIU | OTC Pink Current Information Marketplace | ||||||||||||
| Warrants, exercisable for one share of Common Stock, $0.0001 par value | RMNIW | OTC Pink Current Information Marketplace | ||||||||||||
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 ý
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.
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| ITEM 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION | ||||
On March 12, 2020, Rimini Street, Inc. (“we,” “us,” “our” or the “Company”) issued a press release announcing, among other things, our financial results for the fourth quarter ended December 31, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 2.02 by reference.
The information presented in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless we specifically state that the information is to be considered “filed” under the Exchange Act or specifically incorporate it by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS | ||||
Effective March 12, 2020, the Company designated Mr. Stanley Mbugua, the Company’s Group Vice President and Chief Accounting Officer (and designated principal accounting officer as of November 5, 2019) as its principal financial officer for purposes of authorizing and executing filings with the United States Securities and Exchange Commission and for executing the certifications required by (i) Rule 13a-14(a) of the Exchange Act and (ii) Rule 13a-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code. Mr. Mbugua was not designated as the Company’s principal financial officer pursuant to any arrangement or understanding with any other person. Mr. Mbugua does not have any family relationships with any executive officer or director of the Company, and he is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Additional information regarding Mr. Mbugua’s business experience, compensation and tenure with the Company can be found under Item 5.02 of the Company’s Current Report on Form 8-K filed on November 7, 2019, which Item 5.02 is incorporated herein by reference.
A copy of the press release announcing, among other things, the designation of Mr. Mbugua as the Company’s principal financial officer is attached to this Current Report on Form 8-K as Exhibit 99.1. Information in such press release relating to the designation of Mr. Mbugua shall be considered “filed” under the Exchange Act and incorporated by reference in our filings under the Securities Act and the Exchange Act.
| ITEM 7.01 | REGULATION FD DISCLOSURE | ||||
Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference. The information presented in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless we specifically state, as we do in the preceding paragraph, that the information is to be considered “filed” under the Exchange Act or specifically incorporate it by reference in any filing under the Securities Act or the Exchange Act.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS | ||||
(d) Exhibits.
Exhibit No. | Exhibit Title | ||||
| 99.1 | |||||
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.
| RIMINI STREET, INC. | |||||||||||
| Dated: March 12, 2020 | By: | /s/ Seth A. Ravin | |||||||||
| Name: Seth A. Ravin | |||||||||||
| Title: Chief Executive Officer | |||||||||||
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