Current Report Filing (8-k)
December 07 2021 - 04:38PM
Edgar (US Regulatory)
0001583708FALSE00015837082021-12-072021-12-07
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):
December 7, 2021
SENTINELONE, INC.
(Exact name of registrant as specified in its charter)
_____________________________________________________________________________________________
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Delaware |
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001-40531 |
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99-0385461 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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444 Castro Street |
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Suite 400 |
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Mountain View |
California |
94041 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(855) 868-3733
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 14a12 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:
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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 |
Class A common stock, par value $0.0001 |
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S |
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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 (§
230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
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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. |
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Item 2.02 Results of Operations and Financial
Condition.
On December 7, 2021, SentinelOne, Inc. (the “Company”) announced
its financial results for the fiscal third quarter ended October
31, 2021, by issuing a letter to shareholders and a press release.
The Company also announced that it would hold a webcast to discuss
its financial results for the fiscal third quarter ended October
31, 2021. A copy of the press release and the letter to
shareholders is furnished herewith as Exhibit 99.1 and 99.2,
respectively.
The Company makes reference to non-GAAP financial information in
the Company’s press release, letter to shareholders and the webcast
call. A reconciliation of these non-GAAP financial measures to the
comparable GAAP financial measures is contained in the attached
press release and letter to shareholders.
The information contained herein and in the accompanying exhibits
are “furnished” and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that
section, and shall not be incorporated by reference in any filing
under the Exchange Act regardless of any general incorporation
language in such filing, unless expressly incorporated by specific
reference in such filing.
Item 7.01 Regulation FD Disclosure.
On December 7, 2021, the Company posted supplemental investor
materials on the Investors Relations section of its website,
available at investors.sentinelone.com. The Company announces
material information to the public through filings with the
Securities and Exchange Commission, the investor relations page on
the Company’s website, press releases, public conference calls,
webcasts, the Company’s news website, available at
sentinelone.com/press and blog posts on the Company’s corporate
website at sentinelone.com/blog in order to achieve broad,
non-exclusionary distribution of information to the public and for
complying with its disclosure obligations under Regulation
FD.
The information disclosed by the foregoing channels could be deemed
to be material information. As such, the Company encourages
investors, the media and others to follow the channels listed above
and to review the information disclosed through such
channels.
Any updates to the list of disclosure channels through which the
Company announces information will be posted on the investor
relations page on the Company’s website.
Item 8.01 Other Events.
Lock-up Expiration
In connection with the Company's initial public offering of Class A
common stock (the “IPO”), each of the Company’s directors,
executive officers, and holders of substantially all of the
Company’s outstanding equity securities entered into a lock-up
agreement with the underwriters for the IPO (the “Underwriters”)
that, subject to certain exceptions, restricts such holder’s
ability to sell or transfer any shares of the Company’s capital
stock until the earlier of (a) immediately before the opening of
trading of the Company’s Class A common stock on the New York Stock
Exchange on the second trading day immediately following the
Company’s public release of quarterly financial results for its
third quarter of the fiscal year ending January 31, 2022 (the
“Lock-Up Expiration Date”) and (b) 180 days after the date of the
IPO prospectus.
The Lock-Up Expiration Date will be December 9, 2021, which is the
second trading day following the release of the Company’s earnings
results for its fiscal quarter ended October 31, 2021. As a result,
following the Lock-Up Expiration Date, the lock-up restrictions
applicable to all shares of the Company’s equity securities that
remain subject to a lock-up agreement entered into with the
Underwriters in connection with the IPO shall expire, and such
shares of the Company’s common stock will become eligible for sale,
subject to any trading limitations that may exist as of such date
(x) on any such shares held by affiliates of the Company, (y) in
compliance with federal securities laws or the Company’s insider
trading policy, or (z) to the extent subject to continued vesting
of any unvested equity awards.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
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Exhibit Number |
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Exhibit Description |
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Press Release issued by SentinelOne, Inc. dated December 7,
2021. |
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Letter to Shareholders, dated December 7, 2021. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL
document). |
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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SENTINELONE, INC. |
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Date: December 7, 2021 |
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By: |
/s/ David Bernhardt |
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David Bernhardt |
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Chief Financial Officer |
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