UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
April 29, 2022
Quotient Technology Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-36331 | 77-0485123 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
1260 East Stringham Avenue, Suite 600
Salt Lake City, Utah 84106
(Address of principal executive offices)
(650) 605-4600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, $0.00001 par value per share | QUOT | New York Stock Exchange | ||
| Preferred Stock Purchase Rights | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
The information set forth in Item 3.03 of this Current Report is incorporated into this Item 1.01 by reference.
| Item 3.03. | Material Modification to Rights of Security Holders. |
On April 29, 2022, Quotient Technology Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC (together with the Company, the “Parties”) entered into the First Amendment to Tax Benefits Preservation Plan (the “Amendment ”), amending the Tax Benefits Preservation Plan, dated as of November 11, 2021, between the Parties (as amended, the “Tax Benefits Preservation Plan”). The Amendment changed the final expiration time of the Tax Benefits Preservation Plan from 5:00 p.m. New York City time on November 11, 2024 to 5:00 p.m. New York City time on January 2, 2023.
The Company entered into the Tax Benefits Preservation Plan to protect against a possible limitation on the Company’s ability to use its net operating losses (the “NOLs”) and certain other tax attributes to reduce potential future U.S. federal income tax obligations. If the Company experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), its ability to fully utilize the NOLs and certain other tax attributes will be substantially limited and the timing of the usage of the NOLs and other tax attributes could be substantially delayed, which could significantly impair the value of those assets. Generally, an “ownership change” occurs if the percentage of the Company’s stock owned by one or more of its “5-percent shareholders” (as such term is defined in Section 382 of the Code) increases by more than 50 percentage points over the lowest percentage of stock owned by such stockholder or stockholders at any time over a three-year period.
As of December 31, 2021, the Company had federal NOL carryforwards of approximately $287.8 million which begin to expire in 2022. Based on information available to the Company and analysis under Section 382 of the Code, the Company estimates that its current ownership shift by 5-percent shareholders is approximately 40 percentage points and, holding all other factors constant, such percentage will decrease substantially after December 31, 2022.
The Tax Benefits Preservation Plan must be ratified by stockholders of the Company by November 11, 2022 in order for it to continue in force beyond that date and until January 2, 2023, unless it is terminated earlier than either of such dates in accordance with its terms. The Company plans to ask stockholders to ratify the Tax Benefits Preservation Plan at its 2022 Annual Meeting of Stockholders.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 4.2 hereto and is incorporated herein by reference. The Tax Benefits Preservation Plan and a description of its material terms were filed with the Securities and Exchange Commission in a Registration Statement on Form 8-A on November 12, 2021.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Quotient Technology Inc. | ||
| By: | /s/ Connie Chen | |
| Connie Chen | ||
| General Counsel, Compliance Officer and Secretary | ||
Date: April 29, 2022
Exhibit 4.2
FIRST AMENDMENT TO
TAX BENEFITS PRESERVATION PLAN
THIS FIRST AMENDMENT TO TAX BENEFITS PRESERVATION PLAN, dated as of April 29, 2022 (this “Amendment”), is made by and between Quotient Technology Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”).
WHEREAS, the Company and the Rights Agent entered into the Agreement, dated as of November 11, 2021 (the “Agreement”);
WHEREAS, Section 27 of the Agreement provides, among other things, that, prior to the Stock Acquisition Date (as defined in the Agreement), the Company and the Rights Agent may from time to time supplement or amend the Agreement to shorten or lengthen any time period under the Agreement without the approval of any holders of Rights (as defined in the Agreement);
WHEREAS, no Stock Acquisition Date has occurred on or prior to the date hereof;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined it is in the best interests of the Company and its stockholders to amend the Agreement as set forth herein; and
WHEREAS, the Board has authorized and approved this Amendment;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby agrees to amend the Agreement as follows and directs the Rights Agent to execute this Amendment:
| 1. | The text of clause (a)(i) of Section 7 of the Agreement is hereby deleted and replaced in its entirety with the following: “the Close of Business on January 2, 2023 (the “Final Expiration Time”),”. |
| 2. | Exhibit B to the Agreement is hereby amended as follows: |
| a. | The reference to “NOVEMBER 11, 2024” on page B-1 is hereby deleted and replaced in its entirety with the following: “JANUARY 2, 2023”. |
| b. | The first sentence on page B-2 is hereby deleted and replaced in its entirety with the following: |
“This certifies that __________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Tax Benefits Preservation Plan, dated as of November 11, 2021 (as amended from time to time in accordance with its terms, the “Tax Benefits Preservation Plan”), by and between Quotient Technology Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, the rights agent (and any successor rights agent, the “Rights Agent”),
to purchase from the Company at any time prior to 5:00 P.M. (New York City time) on January 2, 2023 or the occurrence of any earlier Expiration Time (as such term is defined in the Tax Benefits Preservation Plan) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, non-assessable share of Series A Junior Participating Preferred Stock, par value $0.00001 per share (the “Preferred Stock”), of the Company, at an exercise price of $28.00 per one one-thousandth of a share (the “Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate properly completed and duly executed.”
| 3. | Exhibit C to the Agreement is hereby amended as follows: |
| a. | The text of clause (a) in the paragraph titled “Expiration Time” on page C-3 is hereby deleted and replaced in its entirety with the following: “the close of business on January 2, 2023 (the “Final Expiration Time”),”. |
| 4. | This Amendment is effective as of the date first set forth above. |
| 5. | Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement. |
| 6. | This Amendment may be executed in any number of counterparts; each such counterpart shall for all purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect and enforceability as an original signature. |
| 7. | Except as modified hereby, the Agreement is reaffirmed in all respects, and all references therein to “the Agreement” shall mean the Agreement, as modified hereby. |
* * * * *
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first written above.
| QUOTIENT TECHNOLOGY INC. | ||
| By: | /s/ Connie Chen | |
| Name: Connie Chen | ||
| Title: General Counsel, Compliance Officer | ||
| & Secretary | ||
| AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC | ||
| By: | /s/ Michael Legregin | |
| Name: Michael Legregin | ||
| Title: Senior Vice President, Corporate Actions | ||
| Relationship Management & Operations | ||
[Signature Page to First Amendment to Tax Benefits Preservation Plan]