Business Context and Reporting Period
This Form 8-K was filed by NVIDIA Corporation on June 2, 2017, reporting a material definitive agreement entered into on the same date.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. It specifically addresses the termination of equity instruments.
Material Changes
The Company entered into a "Second Termination Agreement" with Goldman Sachs & Co. LLC to terminate 11,503,866 outstanding warrants to purchase NVIDIA common stock. These warrants were originally issued under a letter agreement dated November 25, 2013.
Guidance, Outlook, and Unusual Items
As consideration for the termination, NVIDIA will deliver shares of common stock to Goldman Sachs. The number of shares to be issued is variable and will be determined daily based on the volume-weighted average price of the stock during an observation period from June 5, 2017, to June 30, 2017. The issuance relies on the Section 4(a)(2) exemption from registration under the Securities Act of 1933.
Investor Verification Checklist
- Verify the final number of shares issued to Goldman Sachs after the June 30, 2017 observation period concludes.
- Review the attached Second Termination Agreement (Exhibit 10.1) for specific pricing formulas and settlement terms.
- Confirm the impact of this transaction on the Company's diluted share count and potential dilution to existing shareholders.