Business Context and Reporting Period
This Form 8-K is a current report filed by ShotSpotter, Inc. (not SoundThinking, Inc.) on April 25, 2018. The filing addresses Item 3.02 regarding unregistered sales of equity securities. The company is incorporated in Delaware and identifies as an emerging growth company.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. It solely reports cash proceeds from specific warrant exercises:
- Total Cash Proceeds: $969,375
- Total Shares Issued: 268,294 shares of common stock
Material Changes
The material event reported is the exercise of warrants by two entities on April 25, 2018, resulting in the issuance of unregistered shares under Section 4(a)(2) of the Securities Act of 1933:
- The Gary M. Lauder Revocable Trust: Exercised warrants for 162,158 shares, paying $951,332 in cash.
- Lauder Partners LLC: Exercised warrants for 106,136 shares, paying $18,043 in cash.
Guidance, Outlook, and Risks
The filing text does not provide management commentary, financial guidance, outlook, or specific risk factors beyond the standard disclosure that shares were issued in reliance on Section 4(a)(2) of the Securities Act of 1933.
Investor Verification Checklist
- Verify the total number of outstanding shares post-issuance (268,294 new shares added).
- Confirm the exercise price per share for each entity ($5.87 for the Trust; $0.17 for Lauder Partners).
- Review the company's capitalization table to assess dilution impact.
- Check for any related party transaction disclosures regarding the Lauder entities.