Business Context and Reporting Period
This Form 8-K is a current report filed by ShotSpotter, Inc. (not SoundThinking, Inc.) on December 6, 2017, covering events occurring on December 1, 2017. The registrant is a Delaware corporation headquartered in Newark, California, and is classified as an emerging growth company.
Key Financial Metrics
The filing does not provide financial statements, revenue, profit, cash flow, margins, debt, or liquidity metrics. The report focuses exclusively on a specific corporate transaction.
Material Changes
On December 1, 2017, ORIX Finance Equity Investors, LP ("Orix") net exercised warrants to purchase 129,153 shares of the Company's common stock. These shares were issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, constituting an unregistered sale of equity securities.
Guidance, Outlook, and Risks
The filing contains no management commentary, forward-looking guidance, risk factors, or discussion of contingencies beyond the specific warrant exercise event.
Investor Verification Checklist
- Verify the exact number of shares issued (129,153) and the exercise price per share, which is not disclosed in this text.
- Confirm the total dilution impact on existing shareholders following this net exercise.
- Review the original warrant agreement with ORIX Finance Equity Investors, LP to understand the terms of the net exercise.
- Check subsequent filings for any updated capitalization tables reflecting this issuance.