0001366246 false 0001366246 2020-06-01
2020-06-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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:
June 2, 2020
(Date of earliest event reported)
Glu Mobile Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-33368 |
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91-2143667 |
(Commission
File Number) |
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(IRS
Employer Identification No.) |
875 Howard Street,
Suite 100
San Francisco,
California |
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94103 |
(Address of
Principal Executive Offices) |
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(Zip
Code) |
(415)
800-6100
(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):
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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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, $0.0001 par value |
GLUU |
The Nasdaq Global Select Market |
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 1.01. Entry into a Material Definitive
Agreement.
On June 3, 2020, Glu Mobile Inc. (the “Company”) entered into
an underwriting agreement (the “Underwriting Agreement”) with
Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and UBS
Securities LLC, as representatives of the several underwriters
named on Schedule I thereto (the “Underwriters”), pursuant to which
the Company agreed to issue and sell an aggregate of 15,000,000
shares of its common stock (the “Shares”) to the Underwriters (the
“Offering”). The Shares were sold at a per share public offering
price of $9.25. Pursuant to the Underwriting Agreement, the Company
also granted the Underwriters a 30-day option to purchase up to an
additional 2,250,000 shares of its common stock. The Underwriting
Agreement contains customary representations and warranties,
conditions to closing, lock-up provisions, termination provisions
and indemnification obligations, including for liabilities under
the Securities Act of 1933, as amended. The Offering was made
pursuant to a shelf registration statement on Form S-3 (File
No. 333-238876) that automatically became effective upon
filing by the Company with the Securities and Exchange
Commission (“SEC”) on June 2, 2020.
The Company estimates that net proceeds from the Offering will be
approximately $131.9 million, after deducting underwriting
discounts and commissions and estimated Offering expenses, and
assuming no exercise of the Underwriters’ option to purchase
additional shares. The Company intends to use the net proceeds from
the Offering for working capital and other general corporate
purposes, which may include potential acquisitions and strategic
transactions. However, the Company has not designated any specific
uses and has no current agreements with respect to any material
acquisition or strategic transaction. The Company expects the
Offering to close on June 8, 2020, subject to customary closing
conditions.
The foregoing description of the Underwriting Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Underwriting Agreement. A copy of
the Underwriting Agreement is filed with this Current Report on
Form 8-K as Exhibit 1.1 and is incorporated herein by
reference.
A copy of the opinion of Fenwick & West LLP relating to
the validity of the Shares in connection with the Offering is filed
with this Current Report on Form 8-K as Exhibit 5.1.
Item 8.01. Other Events.
On June 2, 2020, the Company issued a press release announcing the
launch of the Offering. A copy of the press release is filed with
this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
On June 3, 2020, the Company issued a press release announcing the
pricing of the Offering. A copy of the press release is filed with
this Current Report on Form 8-K as Exhibit 99.2 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking”
statements within the meaning of the safe harbor provisions of the
U.S. Private Securities Litigation Reform Act of 1995, including,
but not limited to, statements the Company makes regarding the sale
of its common stock, its ability to satisfy the customary closing
conditions and complete the Offering, and the anticipated use of
the net proceeds from the Offering. Statements including words such
as “anticipate,”, “intend,” “plan,” “goal,” “seek,” “believe,”
“project,” “estimate,” “continue,” “expect,” “likely,” “may”,
“should,” “will,” or “ongoing” and all statements other than
statements of historical fact may be deemed to be forward-looking
statements. These forward-looking statements are subject to risks
and uncertainties that may cause the Company’s actual activities or
results to differ materially from those expressed or implied in
such forward-looking statements, including risks and uncertainties
associated with market conditions and the satisfaction of customary
closing conditions related to the Offering; and those factors
described under the heading “Risk Factors” in documents the Company
files from time to time with the SEC, including in the Company’s
most recent Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2020, the prospectus supplement related to the
Offering, and subsequent filings with the SEC. These
forward-looking statements speak only as of the date they are made,
and the Company undertakes no obligation to revise or update any
forward-looking statements to reflect events or circumstances after
the date of this Current Report on Form 8-K or to reflect new
information or the occurrence of unanticipated events, except as
required by law.
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.
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Date: June 4,
2020 |
By: |
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/s/ Scott J. Leichtner |
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Name:
Scott J. Leichtner |
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Title:
Vice President and General Counsel |