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
| | | | | | | | |
| | September 21, 2020 (September 15, 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 ☒
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.
☐
On September 15, 2020, Rimini Street, Inc. (the “Company”) issued a press release titled “Rimini Street Statement on Court Ruling on Motions for Partial Summary Judgment.” A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated into this Item 8.01 by reference.
Attached hereto as Exhibit 99.2 and incorporated into this Item 8.01 by reference is a document titled “Rimini Street’s Highlights & Comments Following September 15, 2020 Court Order,” which will be used beginning on or after September 21, 2020, in whole or in part, from time to time by executives of the Company in various discussions and other communications. The attached Highlights and Comments are not, and do not purport to be a complete summary of the contents of the Order, but reflect selected key points of the September 15, 2020 Court Order for the Company as of the date hereof.
All information in Exhibit 99.2 is presented as of the date of this Current Report on Form 8-K and not any future date, and the Company does not undertake any obligation to, and disclaims any duty to, update any of the information provided.
| | | | | |
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits.
| | | | | |
Exhibit No. | Exhibit Title |
| |
| |
| |
| 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.
| | | | | | | | |
| | RIMINI STREET, INC. | |
| | | |
| | | |
| Dated: September 21, 2020 | By: | /s/ Seth A. Ravin |
| | | Name: Seth A. Ravin |
| | | Title: Chief Executive Officer |
