Current Report Filing (8-k)
March 16 2021 - 4:15PM
Edgar (US Regulatory)
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2021-03-16
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2021-03-16
2021-03-16
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2021-03-16
2021-03-16
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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):
March 16, 2021
_________________________
Advantage Solutions Inc.
(Exact name of registrant as specified
in its charter)
_________________________
Delaware
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001-38990
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83-4629508
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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18100 Von Karman Avenue, Suite 1000
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Irvine, CA
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92612
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (949) 797-2900
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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A common stock, $0.0001 par value per share
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ADV
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The NASDAQ Stock Market LLC
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Warrants to purchase Class A common stock
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ADVWW
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 2.02 – Results of Operations
and Financial Condition
On March 16, 2021, Advantage Solutions Inc.
(the “Company”) issued a press release announcing its financial results for the three and twelve months ended December
31, 2020. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference
herein.
On March 16, 2021, at 5:00 p.m. ET, the Company
will host a conference call announcing its financial results for the three and twelve months ended December 31, 2020. A copy of
management’s earnings presentation materials is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated
by reference herein. The presentation will be accessible, live via audio broadcast, through a link posted
on the Investor Relations section of the Company’s website at https://ir.advantagesolutions.net. This presentation will be
available for audio replay for one week following the call.
The Company makes reference to non-GAAP financial
information in the press release and earnings presentation materials. The Company’s non-GAAP financial measures should be
viewed in addition to and not as a substitute for or superior to the Company's reported results prepared in accordance with GAAP.
Reconciliation of these non-GAAP financial measures to the nearest comparable GAAP financial measures are contained in the data
tables at the end of the press release and earnings presentation materials.
Item 7.01 Regulation FD Disclosure
The information set forth under Item 2.02 is
incorporated by reference into this Item 7.01.
The information being furnished pursuant to
Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including the accompanying Exhibits 99.1 and 99.2, shall not be deemed
to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement
or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such filing.
Cautionary Note Regarding Forward-Looking
Statements
The press release and earnings presentation
include information that may be considered forward-looking statements within the meaning of the federal securities laws, including
statements regarding the expected future performance of the Company’s business. Forward-looking statements generally relate
to future events or the Company’s future financial or operating performance. These forward-looking statements generally are
identified by the words “may,” “should,” “expect,” “intend,” “will,”
“would,” “estimate,” “anticipate,” “believe,” “predict,” “potential”
or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements
are predictions, projections and other statements about future events that are based on current expectations and assumptions and,
as a result, are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from
those expressed or implied by such forward looking statements.
Detailed risk factors affecting the Company
are set forth in the section titled “Risk Factors” in the Annual Report on Form 10-K filed by the Company with the
Securities and Exchange Commission (the “SEC”) on March 16, 2021 and in its other filings made from time to time with
the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation
and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events,
or otherwise, except as required by law.
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.
Dated: March 16, 2021
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ADVANTAGE SOLUTIONS INC.
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By:
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/s/ Brian Stevens
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Brian Stevens
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Chief Financial Officer and
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Chief Operating Officer
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