Rimini Street, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed on March 10, 2021, regarding events occurring on March 9, 2021. Rimini Street, Inc. (RMNI) entered into an underwriting agreement with Craig-Hallum Capital Group LLC for a public offering of common stock.
Key Financial Metrics and Transaction Details
- Shares Issued by Company: 7,750,000 shares of common stock.
- Offering Price: $7.75 per share.
- Gross Proceeds to Company: Approximately $60.0 million.
- Net Proceeds to Company: Approximately $55.7 million (after underwriting discount, commissions, and estimated offering expenses).
- Shares Sold by Selling Stockholders: Approximately 1,126,500 additional shares (via full exercise of underwriter option).
- Proceeds to Selling Stockholders: Approximately $8.57 million (net of discounts and commissions).
- Use of Proceeds: General corporate purposes, including potential financing transactions to reduce cost of capital, working capital, and other business needs.
Material Changes and Transaction Structure
The transaction involves a primary offering by the Company and a secondary offering by specific Selling Stockholders. The Selling Stockholders include GPIAC, LLC, RMNI InvestCo, LLC (affiliated with Board member Anthony Bonchristiano), and three Adams Street Direct Funds (affiliated with Board member Robin P. Murray). The underwriter exercised its option in full to purchase additional shares from the Selling Stockholders. The offering was expected to close on March 11, 2021.
Outlook, Risks, and Management Commentary
Management intends to utilize the net proceeds to support liquidity and growth initiatives. The filing includes extensive forward-looking statements regarding the completion of the offering and future business performance. Key risks identified include:
- Uncertainties regarding market conditions and the successful completion of the offering.
- Economic and operational impacts of the COVID-19 pandemic.
- Adverse developments in pending litigation or government inquiries.
- The sufficiency of cash and cash equivalents to meet liquidity requirements.
- Terms and impact of outstanding 13.00% Series A Preferred Stock.
- Customer adoption of new products and services, including Application Management Services (AMS) and Salesforce-related offerings.
Investor Verification Checklist
- Verify the final closing date and actual net proceeds received by the Company.
- Review the full Underwriting Agreement (Exhibit 1.1) for specific covenants and termination provisions.
- Confirm the extent of dilution resulting from the issuance of 7,750,000 new shares.
- Monitor the status of pending litigation and government inquiries mentioned in the risk factors.
- Assess the impact of the 13.00% Series A Preferred Stock on future capital structure and cash flow.