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
Date of Report (Date of earliest event reported): July 15, 2022
ACACIA RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 001-37721 | 95-4405754 |
(State or other jurisdiction of
incorporation) | (Commission
File Number) | (I.R.S. Employer
Identification No.) |
| | | | | |
| 767 Third Avenue, | |
| 6th Floor | |
| New York, | |
| NY | 10017
|
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code): (949) 480-8300
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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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | 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 | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | ACTG | The Nasdaq Stock Market, LLC |
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.
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On July 15, 2022, Acacia Research Corporation, a Delaware corporation (the “Company”) entered into an Eighth Supplemental Agreement (the “Eighth Supplemental Agreement”) with Merton Acquisition HoldCo LLC (“Merton”) and Starboard Value LP (the “Designee” or “Starboard Value”), on behalf of the certain buyers (the “Starboard Funds”) of the Notes issued pursuant to the previously reported Securities Purchase Agreement (as amended and supplemented, the “Purchase Agreement”), dated as of November 18, 2019, to, primarily, (i) repay an aggregate of $55.0 million principal amount of the Notes, and (ii) extend the maturity date of the remaining outstanding Notes to July 14, 2023.
The foregoing description of the Eighth Supplemental Agreement is a summary of the material terms of such agreement, does not purport to be complete and is qualified in its entirety by reference to the Eighth Supplemental Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
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| Item 3.03. | | Material Modification to Rights of Security Holders.
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The information set forth under Item 1.01 regarding the terms of the Eighth Supplemental Agreement is incorporated by reference into this Item 3.03.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits
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| Exhibit No. | | Description of Exhibit |
| 10.1 | | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: July 19, 2022 | |
| ACACIA RESEARCH CORPORATION |
| |
| By: | /s/Richard Rosenstein |
| Name: | Richard Rosenstein |
| Title: | Chief Financial Officer |
