SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
|January 6, 2021 (January 5, 2021)|
|Date of Report (date of earliest event reported)|
Rimini Street, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
|(Commission File Number)|
3993 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
(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.
|ITEM 1.01||ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT|
On January 5, 2021, Rimini Street, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Kingstown Partners II, L.P., Kingstown Partners Master Ltd., Kingstown 1740 Fund LP and Kingfishers LP, which are affiliated funds (collectively, the “Kingstown Sellers”), to purchase, effective as of January 5, 2021, 10,000 shares of the Company’s 13.00% Series A Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), and all associated obligations pursuant to the Company’s Convertible Secured Promissory Notes outstanding and held by the Kingstown Sellers in respect thereof, from the Kingstown Sellers for an aggregate purchase price of approximately $8.95 million, representing a 10% discount to the face value of such shares of Series A Preferred Stock with no included or required make-whole dividend adjustment. The Stock Purchase Agreement contains customary representations, warranties and covenants of the parties and mutual waivers by the parties in respect of such shares of Series A Preferred Stock.
Upon the closing of the transactions contemplated by the Stock Purchase Agreement, the shares of Series A Preferred Stock purchased by the Company are being retired and are not eligible for re-issuance by the Company in accordance with the terms of the Certificate of Designations for the Series A Preferred Stock. As of the closing, since October 30, 2020, the Company has purchased and retired a total 15,000 shares of its Series A Preferred Stock for an aggregate purchase price of approximately $13.5 million.
The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
|ITEM 9.01||FINANCIAL STATEMENTS AND EXHIBITS|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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: January 6, 2021||By:||/s/ Seth A. Ravin|
|Name: Seth A. Ravin|
|Title: Chief Executive Officer|