Business Context and Reporting Period
This Form 8-K filing by ShotSpotter, Inc. (referred to as "SOUNDTHINKING, INC." in metadata) covers the date of March 5, 2019. The report details the entry into a material definitive agreement regarding an underwritten offering of common stock.
Key Financial Metrics and Transaction Details
- Transaction Type: Underwritten offering of common stock.
- Total Shares Offered: 385,539 shares.
- Offering Price: $44.99 per share.
- Share Allocation: 250,000 shares sold by the Company; 135,539 shares sold by Selling Stockholders.
- Over-Allotment Option: Underwriter granted a 30-day option to purchase up to 57,830 additional shares from the Company.
- Lock-Up Period: Company, directors, officers, and stockholders agreed not to sell shares for 90 days following the agreement date (subject to exceptions).
Note: This filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity figures.
Material Changes
The primary material change is the execution of the Underwriting Agreement with JMP Securities LLC on March 5, 2019, pursuant to a Registration Statement on Form S-3 filed in July 2018. This represents a significant capital event involving the issuance of new equity and the sale of existing shares by stockholders.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future performance, or specific risk factors beyond the standard legal disclosures associated with the underwriting agreement. The document notes that the description of the agreement is qualified by the full terms attached as Exhibit 1.1.
Investor Verification Checklist
- Verify the final number of shares sold, including whether the 30-day over-allotment option was exercised.
- Confirm the net proceeds to the Company after deducting underwriting discounts and commissions (not explicitly stated in this summary).
- Review the full Underwriting Agreement (Exhibit 1.1) for specific customary exceptions to the 90-day lock-up period.
- Check subsequent filings for the impact of this offering on the Company's total outstanding share count and dilution.