UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-K
(Mark One)
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended December 31, 2017
OR
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to
Commission File Number:
001-35429
BRIGHTCOVE
INC.
(Exact name of registrant as specified in its charter)
|
|
|
Delaware
|
|
20-1579162
|
(State or other jurisdiction
of incorporation)
|
|
(I.R.S. Employer
Identification No.)
|
290 Congress Street
Boston, Massachusetts
|
|
02210
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(888)
882-1880
(Registrants telephone number, including area code)
Securities Registered pursuant to Section 12(b) of the Act:
|
|
|
Title of Each
Class
|
|
Name of Exchange on Which
Registered
|
Common Stock, par value $0.001 per share
|
|
The NASDAQ Global Market
|
Securities Registered pursuant to Section 12(g) of the Act:
None
Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes ☒ No ☐
Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation
S-K
is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form
10-K
or any amendment to this Form
10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth
company in Rule
12b-2
of the Exchange Act. (Check one):
|
|
|
|
|
|
|
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☒
|
Non-accelerated
filer
|
|
☐ (Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
☐
|
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the
Exchange Act). Yes ☐ No ☒
The aggregate market value of
common stock held by
non-affiliates
of the registrant based on the closing price of the registrants common stock as reported on the NASDAQ Global Market on June 30, 2017, was $130,976,463. Shares of
voting and
non-voting
stock held by executive officers, directors and holders of more than 5% of the outstanding stock have been excluded from this calculation because such persons or institutions may be
deemed affiliates. This determination of affiliate status is not a conclusive determination for other purposes.
As of February 23,
2018 there were 34,952,140 shares of the registrants common stock, $0.001 par value per share, outstanding.
DOCUMENTS INCORPORATED
BY REFERENCE
Portions of the registrants definitive Proxy Statement relating to its 2018 Annual Meeting of Stockholders are
incorporated by reference into Part III of this Annual Report on Form
10-K
where indicated. Such Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of
the fiscal year to which this report relates.