Business Context and Reporting Period
This Form 8-K Current Report was filed by Rimini Street, Inc. on August 17, 2020, regarding events occurring on August 14, 2020. The filing details the entry into a material definitive agreement for a public offering of common stock.
Key Financial Metrics and Transaction Details
- Offering Size: 6,100,000 shares of common stock.
- Public Offering Price: $4.50 per share.
- Over-Allotment Option: Underwriters granted an option to purchase up to an additional 915,000 shares.
- Gross Proceeds: Approximately $27.5 million.
- Net Proceeds: Approximately $25.1 million (after underwriting discount, commissions, and estimated expenses).
- Use of Proceeds: Working capital and general corporate purposes.
- Expected Closing Date: August 18, 2020.
The filing text does not provide specific values for revenue, profit, cash flow, margins, or existing debt levels as this is a transactional report rather than a periodic financial statement.
Material Changes
The primary material change is the execution of an underwriting agreement with Roth Capital Partners, LLC, representing the underwriters. This agreement facilitates the sale of equity to raise capital, representing a significant change in the company's capital structure and liquidity position upon closing.
Guidance, Outlook, and Risks
Management Commentary: Management intends to use the net proceeds to fund working capital and general corporate purposes. The offering is expected to close on August 18, 2020, subject to customary conditions.
Risks and Contingencies: The filing includes extensive forward-looking statements subject to risks and uncertainties, including:
- Uncertainties regarding market conditions and the successful completion of the offering.
- Economic, operational, and financial impacts of the COVID-19 pandemic.
- Adverse developments in pending litigation or government inquiries.
- The need and ability to raise additional financing in the future.
- Sufficiency of cash 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 services.
Investor Verification Checklist
- Verify the actual closing of the offering on or after August 18, 2020.
- Confirm whether the underwriters exercised the 915,000 share over-allotment option.
- Review the final net proceeds received after all offering expenses are settled.
- 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 liquidity and cash flow.