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
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| | August 17, 2020 (August 14, 2020) | |
| Date of Report (date of earliest event reported) | | |
Rimini Street, Inc.
(Exact name of registrant as specified in its charter)
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| 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:
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| ☐ | 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:
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| 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 ☒
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 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On August 14, 2020, Rimini Street, Inc. (“we,” ��us,” “our” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC, as representative of the several underwriters named therein (the “Underwriters”), relating to the offer and sale of 6,100,000 shares of common stock, par value $0.0001 per share of the Company, at a public offering price of $4.50 per share. Pursuant to the Underwriting Agreement, the Company has granted the Underwriters an option to purchase up to an additional 915,000 shares at the public offering price less the underwriting discount. The option is exercisable at any time and from time to time during the 30-day period from the date of the Underwriting Agreement. The offering is being made pursuant to the Registration Statement on Form S-3 (File No. 333-228322) (the “Registration Statement”), including the accompanying prospectus, dated November 21, 2018, and as supplemented by a prospectus supplement dated August 14, 2020, filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended.
The Company expects to receive gross proceeds from the sale of the 6,100,000 shares of approximately $27.5 million and net proceeds of approximately $25.1 million after deducting the underwriting discount and commissions and estimated offering expenses payable by the Company, and intends to use the net proceeds for working capital and other general corporate purposes.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, conditions to closing, indemnification obligations of the Company and the Underwriters, other obligations of the parties and termination provisions. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The offering is expected to close on August 18, 2020, subject to customary closing conditions. A copy of the legal opinion of Baker & McKenzie LLP relating to the legality of the shares being offered is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference into the Registration Statement.
Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may,” “should,” “would,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “seem,” “seek,” “continue,” “future,” “will,” “expect,” “outlook” or other similar words, phrases or expressions. All statements pertaining to the Company's expectations regarding the offering, the sale of securities, ability to complete the offering, expected closing of the offering and expected use of proceeds described in this Current Report on Form 8-K constitute forward-looking statements. These statements are based on various assumptions and on the current expectations of management and are not predictions of actual performance, nor are these statements of historical facts. These statements are subject to a number of risks and uncertainties regarding the Company’s business, and actual results may differ materially. These risks and uncertainties include, but are not limited to, uncertainties associated with market conditions and the completion of the public offering on the anticipated terms or at all, the duration of and economic, operational and financial impacts on our business of the COVID-19 pandemic, as well as the actions taken by governmental authorities, clients or others in response to the COVID-19 pandemic; catastrophic events that disrupt our business or that of our current and prospective clients, changes in the business environment in which the Company operates, including inflation and interest rates, and general financial, economic, regulatory and political conditions affecting the industry in which the Company operates; adverse developments in pending litigation or in the government inquiry or any new litigation; our need and ability to raise additional equity or debt financing on favorable terms and our ability to generate cash flows from operations to help fund increased investment in our growth initiatives; the sufficiency of our cash and cash equivalents to meet our liquidity requirements; the terms and impact of our outstanding 13.00% Series A Preferred Stock; changes in taxes, laws and regulations; competitive product and pricing activity; difficulties of managing growth profitably; customer adoption of our recently introduced products and services, including our Application Management Services (AMS), Rimini Street Advanced Database Security, and services for Salesforce Sales Cloud and Service Cloud products, in addition to other products and services we expect to introduce in the near future; the loss of one or more members of the Company’s management team; uncertainty as to the long-term value of the Company’s equity securities; and those discussed under the heading “Risk Factors” in the Company’s Quarterly Report on Form 10-Q filed on August 5, 2020 and the prospectus supplement related to the public offering and as updated from time to time by other filings by the Company with the Commission. In addition, forward-looking statements provide the Company’s expectations, plans or forecasts of future events and views as of the date of this communication. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect
to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this communication.
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| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits.
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Exhibit No. | Exhibit Title |
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| 23.1 | Consent of Baker McKenzie LLP (included in Exhibit 5.1) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| | RIMINI STREET, INC. | |
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| Dated: August 17, 2020 | By: | /s/ Seth A. Ravin |
| | | Name: Seth A. Ravin |
| | | Title: Chief Executive Officer |
