UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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):
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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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Securities registered pursuant to Section 12(b) of the Act:
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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 2.01. Completion of Acquisition or Disposition of Assets.
Amendment
This Form 8-K/A is filed as an amendment (the “Amendment”) to the Current Report on Form 8-K filed by ShotSpotter, Inc. (“ShotSpotter”) on November 24, 2020 (the “Current Report”) disclosing that ShotSpotter had 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, by and among ShotSpotter, LEEDS, and Jorge Abrantes and Daniel Leston.
The Amendment is being filed solely for the purpose of including the historical audited and unaudited financial statements of LEEDS and the pro forma combined financial information required by Items 9.01(a) and 9.01(b) of Form 8-K that were excluded from initially-filed report in reliance on the instructions to such items.
Item 9.01 Financial Statements and Exhibits.
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(a) |
Financial statements of businesses acquired. The audited financial statements of LEEDS as of and for the year ended December 31, 2019 are filed herewith as Exhibit 99.1. |
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(b) |
Financial statements of businesses acquired. The unaudited financial statements of LEEDS as of and for the period ended September 30, 2019 are filed herewith as Exhibit 99.2. |
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(c) |
Pro forma financial information. The unaudited pro forma combined financial information of ShotSpotter and LEEDS as of and for the period ended September 30, 2020 and for the year ended December 31, 2019 are filed herewith as Exhibit 99.3. |
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(d) |
Exhibits |
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Exhibit Number |
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Description |
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23.1 |
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99.1 |
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Audited financial statements of LEEDS as of and for the year ended December 31, 2019 |
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99.2 |
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Unaudited financial statements of LEEDS as of and for the period ended September 30, 2020 |
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99.3 |
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104 |
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Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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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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ShotSpotter, Inc. |
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Date: February 5, 2021 |
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By: |
/s/ Ralph A. Clark |
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Ralph A. Clark |
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President and Chief Executive Officer |
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