Rimini Street, Inc. current report, 12 July 2018

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Rimini Street, Inc. - Form 8-K Summary

Business Context and Reporting Period

This Current Report on Form 8-K was filed by Rimini Street, Inc. on July 12, 2018. The report details the results of a Special Meeting of Stockholders held on the same date to approve a private placement transaction previously announced on June 18, 2018.

Key Financial Metrics

The filing does not provide specific financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and capital structure changes.

Material Changes

The primary material event reported is the successful approval by stockholders of a Private Placement (PIPE) transaction. This approval satisfies a condition precedent required to close the Securities Purchase Agreement with accredited investors. The transaction involves:

  • Issuance of 2,896,556 shares of common stock upon closing.
  • Issuance of up to 180,000 shares of 13.00% Series A Redeemable Convertible Preferred Stock.
  • Potential issuance of up to 28,500,000 shares of common stock upon conversion, redemption, or as dividends on the Preferred Stock.

Outlook, Risks, and Management Commentary

Management commentary is limited to the procedural success of the Special Meeting. The approval of the PIPE Proposal rendered the Adjournment Proposal moot. The filing notes that the issuance was required to be approved by stockholders under Nasdaq Stock Market Rule 5635(d) due to the volume of shares involved relative to the outstanding common stock.

Investor Verification Checklist

  • Voting Results: Verify the overwhelming approval of the PIPE Proposal (52,047,215 For vs. 23,124 Against) out of 52,152,163 shares represented.
  • Transaction Closing: Confirm the subsequent closing of the Private Placement and the actual issuance of the common and preferred shares.
  • Dilution Impact: Assess the dilution effect of the 2,896,556 immediate common shares and the potential 28,500,000 convertible shares on existing shareholders.
  • Use of Proceeds: Review the definitive proxy statement (Schedule 14A) or subsequent filings for details on how the capital raised will be utilized.