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): November 24, 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 2.01Completion of Acquisition or Disposition of Assets.

On November 24, 2020, ShotSpotter, Inc. (“ShotSpotter”) completed its previously announced acquisition of LEEDS, LLC, a New Jersey limited liability company (“LEEDS”), pursuant to the terms of a Membership Interest Purchase Agreement, dated as of November 4, 2020 (the “Purchase Agreement”), by and among ShotSpotter, LEEDS, and Jorge Abrantes and Daniel Leston (the “Sellers”).

At the closing of the transactions contemplated by the Purchase Agreement, all outstanding membership interests of LEEDS were purchased by ShotSpotter for aggregate consideration of up to approximately $22,000,000, subject to customary adjustments, consisting of (i) $15,000,000 in cash paid at closing, (ii) 63,901 shares of Common Stock of ShotSpotter, par value $0.005 per share (“ShotSpotter Common Stock”), issued at closing and (iii) up to $5,000,000 in cash that may become payable in the future based on the achievement of certain revenue milestones by LEEDS in 2021 and 2022. A portion of the aggregate consideration is being held in escrow to secure certain indemnification obligations of the Sellers.  

ShotSpotter issued the shares of ShotSpotter Common Stock described herein in reliance upon the exemptions from registration afforded by Section 4(a)(2) and Rule 506 promulgated under the Securities Act of 1933, as amended.

A copy of the Purchase Agreement will be filed as an exhibit to ShotSpotter’s annual report on Form 10-K for the period ended December 31, 2020. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement.

Item 9.01Financial Statements and 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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