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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| March 11, 2025 (March 6, 2025) | |
| 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) |
1700 S. Pavilion Center Drive, Suite 330
Las Vegas, NV 89135
(Address of principal executive offices) (Zip Code)
(702) 839-9671
(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 |
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 March 6, 2025, the Company received written notice from the Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that it has regained compliance with Nasdaq Listing Rule 5605(c)(2) as a result of the appointment of incumbent independent director Jay Snyder to the Audit Committee of the Company’s Board of Directors (the “Board”) effective as of March 1, 2025, which appointment was previously reported on a Current Report on Form 8-K filed with the United States Securities and Exchange Commission on March 5, 2025. Nasdaq continued listing rules require the Board’s Audit Committee (the “Audit Committee”) to have a minimum of three (3) qualified, independent Board members. Due to a Board member and Audit Committee member resignation, the Company was previously deficient, with only two (2) Audit Committee members. The appointment of Mr. Snyder to the Audit Committee remediates the Audit Committee membership deficiency, as the Audit Committee currently consists of three (3) qualified, independent Board members.
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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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| 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: March 11, 2025 | | By: | /s/ Seth A. Ravin | | |
| | | | Name: Seth A. Ravin | | |
| | | | Title: President and Chief Executive Officer | | |
