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)
January 3, 2023
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 |
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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 10, 2021, the board of directors (the “Board”) of Quotient Technology Inc. (the “Company”) approved the Company’s entry into a tax benefits preservation plan and declared a dividend of one right (a “Right”) for each outstanding share of common stock of the Company. Each Right entitled the holder thereof under certain circumstances to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock. The terms of the Rights were set forth in a Tax Benefits Preservation Plan, dated as of November 11, 2021, between the Company and American Stock Transfer & Trust Company, LLC, as rights agent (the “Tax Benefits Preservation Plan”). On April 29, 2022, the Company amended the Tax Benefits Preservation Plan changing 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. Pursuant to the terms of the Tax Benefits Preservation Plan, since January 2, 2023 was a holiday, the Rights were in fact set to expire at 5:00 p.m. New York City time on January 3, 2023, the first business day after January 2.
With this, the Rights expired pursuant to the Tax Benefits Preservation Plan on January 3, 2023. On the same date, the Company filed with the Secretary of State of the State of Delaware a Certificate of Elimination eliminating from its Amended and Restated Certificate of Incorporation, as amended, the designation of certain shares of its preferred stock as Series A Junior Participating Preferred Stock, which had been designated for potential use in connection with the Tax Benefits Preservation Plan. As a result, all shares of preferred stock previously designated as Series A Junior Participating Preferred Stock were eliminated and returned to the status of authorized but unissued shares of preferred stock, without designation.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 3.1 | Certificate of Elimination of the Series A Junior Participating Preferred Stock of the Company. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
SIGNATURES
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. | ||||||
| Date: January 3, 2023 | By: | /s/ Connie Chen | ||||
| Name: Connie Chen | ||||||
| Title: General Counsel, Compliance Officer & Secretary | ||||||
Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
QUOTIENT TECHNOLOGY INC.
Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware
Quotient Technology Inc., a Delaware corporation (the “Corporation”), does hereby certify as follows:
1. Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”) and the authority conferred upon the Board of Directors of the Corporation (the “Board”) in accordance with the Corporation’s Amended and Restated Certificate of Incorporation, as amended, and the Corporation’s Amended and Restated Bylaws, the Board adopted the following resolutions respecting the Corporation’s Series A Junior Participating Preferred Stock, which resolutions have not been amended or rescinded:
WHEREAS, on November 10, 2021, the Board authorized the issuance of a series of 250,000 shares of Series A Junior Participating Preferred Stock, par value $0.00001 per share (the “Series A Junior Participating Preferred Stock”); and
WHEREAS, the Board deems it advisable and in the best interest of the Corporation and its stockholders to eliminate the Series A Junior Participating Preferred Stock.
NOW, THEREFORE, BE IT RESOLVED, that none of the authorized shares of Series A Junior Participating Preferred Stock are outstanding, and none will be issued subject to the Certificate of Designation of Series A Junior Participating Preferred Stock previously filed with the Secretary of State of the State of Delaware with respect to such Series A Junior Participating Preferred Stock (the “Certificate of Designation”);
RESOLVED FURTHER, that each of the officers of the Corporation be, and each of them individually hereby is, authorized and directed to take any and all actions as such officers deem necessary and appropriate to eliminate such Series A Junior Participating Preferred Stock, including to execute and file, or cause to be executed and filed, a Certificate of Elimination of the Series A Junior Participating Preferred Stock (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware;
1
RESOLVED FURTHER, that when the Certificate of Elimination setting forth these resolutions becomes effective, it shall have the effect of eliminating from the Amended and Restated Certificate of Incorporation of the Corporation, as amended, all matters set forth in the Certificate of Designation with respect to such Series A Junior Participating Preferred Stock, and all of the shares that were designated as Series A Junior Participating Preferred Stock shall be returned to the status of preferred shares of the Corporation, without designation as to series;
2. This Certificate of Elimination shall be effective as of 5:00 p.m. Eastern Standard Time on January 3, 2023 (the “Effective Date”).
3. In accordance with Section 151(g) of the DGCL, effective as of the Effective Date, all matters set forth in the Certificate of Designation with respect to the Series A Junior Participating Preferred Stock, previously filed with the Secretary of State of the State of Delaware on November 12, 2021, are hereby eliminated.
2
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its duly authorized officer this 3rd day of January, 2023.
| QUOTIENT TECHNOLOGY INC. | ||
| By: | /s/ Connie Chen | |
| Name: | Connie Chen | |
| Title: |
General Counsel, Compliance Officer and Secretary | |