Rimini Street, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K, dated June 21, 2019, reports on events occurring on June 20, 2019. Rimini Street, Inc. (RMNI) completed the final tranche of a planned private placement of its 13.00% Series A Redeemable Convertible Preferred Stock. This filing details the entry into material definitive agreements and the creation of direct financial obligations associated with this capital raise.
Key Financial Metrics and Transaction Details
The filing focuses on a specific financing event rather than periodic operating results. Key transaction metrics for the June 20, 2019 Private Placement include:
- Cash Proceeds: $3.5 million in aggregate purchase price.
- Securities Issued: 3,500 shares of Series A Preferred Stock and 72,414 shares of Common Stock.
- Debt Instrument: Convertible secured promissory notes issued with no principal amount outstanding at issuance, serving solely as collateral for potential redemption payments.
- Discount: A discount of $175,000 was applied to the face value of the Series A Preferred Stock.
The filing does not provide current period revenue, profit, cash flow, or margin data.
Material Changes and Context
This transaction completes the Company's planned issuances of Series A Preferred Stock, following previous rounds in July 2018 ($133 million) and March 2019 ($6.5 million). The June 2019 issuance was conducted on substantially the same terms as the prior private placements. The Company entered into a joinder to the existing Registration Rights Agreement, requiring the registration of the resale of these securities within 120 days of issuance.
Outlook, Risks, and Contingencies
The securities were sold without registration under the Securities Act of 1933, relying on Section 4(a)(2) exemptions. The filing notes that the promissory notes create a direct financial obligation, though they currently hold no principal balance. The Company is obligated to register the resale of the issued Common Stock and Series A Preferred Stock within 120 days. No specific forward-looking guidance or management commentary regarding future operating performance is included in this filing.
Key Facts for Investor Verification
- Verify the total capital raised across all three tranches of the Series A Preferred Stock ($133M + $6.5M + $3.5M).
- Confirm the dilution impact of the 72,414 shares of Common Stock issued in this round plus prior rounds.
- Review the terms of the 13.00% Series A Preferred Stock regarding redemption triggers and conversion rights.
- Monitor the Company's compliance with the 120-day registration requirement for the resale of these securities.
- Check subsequent filings for the utilization of the $3.5 million in cash proceeds.