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): August 14, 2020

ShotSpotter, Inc.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (510) 794-3100

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 Instructions A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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.

As previously reported, on September 27, 2018, ShotSpotter, Inc. (the “Company”) entered into a Credit Agreement with Umpqua Bank (the “Credit Agreement”), which allows the Company to borrow up to $10.0 million under a revolving loan facility , which was amended by a First Amendment to Credit Agreement on May 21, 2019 (as so amended, the “Credit Agreement”). 

On August 14, 2020, the Company and Umpqua Bank entered into a Second Amendment to Credit Agreement (the “Second Amendment”) to amend certain terms of the Credit Agreement to, among other things, increase the size of the revolving loan facility from $10.0 million to $20.0 million and remove the borrowing base component of the revolving loan facility, as well as extending the maturity of the revolving loan facility from September 27, 2020 to September 27, 2022.  The Second Amendment also removed the financial covenant relating to the amount of unrestricted cash and cash equivalents that the Company is required to maintain at all times and set a floor of 1.00% to the definition of the LIBOR Rate and Daily LIBOR Rate.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 above is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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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 thereunto duly authorized.

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