Current Report Filing (8-k)
June 04 2020 - 4:19PM
Edgar (US Regulatory)
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
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(Commission File Number)
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(IRS Employer Identification No.)
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875 Howard Street, Suite 100
San Francisco, California
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94103
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(Address of Principal Executive Offices)
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(Zip Code)
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(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))
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Securities registered
pursuant to Section 12(b) of the Act:
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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Common Stock, $0.0001 par value
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GLUU
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The Nasdaq Global Select Market
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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 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
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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
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