Rimini Street, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed on March 11, 2019, covering events that occurred on March 7, 2019. Rimini Street, Inc., an emerging growth company, reported the completion of a private placement transaction with an accredited investor.
Key Financial Metrics and Transaction Details
- Aggregate Purchase Price: $6,500,000 in cash.
- Securities Issued:
- 6,500 shares of 13.00% Series A Redeemable Convertible Preferred Stock.
- 134,483 shares of Common Stock (par value $0.0001).
- Convertible Secured Promissory Note (no principal amount outstanding at issuance; serves as collateral for potential redemption obligations).
- Discount: The transaction included a discount of $325,000 to the face value of the Series A Preferred Stock.
- Debt and Liquidity: The filing creates a direct financial obligation via the Promissory Note and amends the existing Security Agreement dated July 19, 2018, to include this new note. The filing text does not provide updated total debt, cash flow, or liquidity ratios.
Material Changes Versus Prior Period
This transaction represents a continuation of the capital raise strategy initiated in July 2018. The terms of the March 2019 issuance are substantially the same as the July 2018 Private Placement. The primary material change is the increase in outstanding Series A Preferred Stock and Common Stock, and the addition of a new secured promissory note to the company's capital structure.
Guidance, Outlook, and Risks
- Registration Rights: The Company entered into a Registration Rights Agreement requiring the registration of the resale of the issued Common Stock and Series A Preferred Stock within 120 days of issuance.
- Exemptions: Securities were sold without registration under Section 4(a)(2) of the Securities Act of 1933.
- Collateral: The Promissory Note is secured by an amendment to the existing Security Agreement with Victory Park Management, LLC.
- Outlook: The filing does not contain specific forward-looking guidance, revenue projections, or management commentary regarding future operational performance.
Key Facts for Investor Verification
- Verify the total outstanding balance of the 13.00% Series A Redeemable Convertible Preferred Stock following this issuance.
- Confirm the specific redemption provisions of the Series A Preferred Stock that the Promissory Note collateralizes.
- Review the full text of the First Amendment to the Security Agreement to understand the scope of assets pledged as collateral.
- Monitor the Company's ability to file the required registration statement for the resale of securities within the 120-day window.