Current Report Filing (8-k)
September 21 2016 - 5:01PM
Edgar (US Regulatory)
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):
September 16, 2016
Everbridge, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37874
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26-2919312
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(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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25 Corporate Drive, Suite 400, Burlington,
Massachusetts
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01803
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (818) 230-9700
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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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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Item 3.02
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Unregistered Sales of Equity Securities.
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On September 16, 2016, Everbridge, Inc.
(the
Company
) issued 100,683 shares of its Series A-1 preferred stock (the
Preferred Warrant Shares
) to Eastward Capital Partners IV, L.P. (
Eastward
) upon the net
exercise of a warrant held by Eastward. Eastward also paid the Company $100.68 in cash in connection with the warrant exercise. The Preferred Warrant Shares were converted into an equal number of shares of the Companys common stock upon
the closing of the Companys initial public offering (the
IPO
) on September 21, 2016. The issuance of the Preferred Warrant Shares was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as
amended.
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Amendment and Restatement
of Certificate of Incorporation
On September 21, 2016, the Company filed an amended and restated certificate of incorporation
(the
Restated Certificate
) with the Secretary of State of the State of Delaware immediately prior to the closing of the IPO. The Companys board of directors and stockholders previously approved the Restated
Certificate effective as of immediately prior to the closing of the IPO.
The foregoing description of the Restated Certificate is
qualified in its entirety by reference to the full text of the Restated Certificate, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Amendment and Restatement of Bylaws
Effective as of September 21, 2016, the Company adopted amended and restated bylaws (the
Restated Bylaws
) in
connection with the closing of the IPO. The Companys board of directors and stockholders previously approved the Restated Bylaws effective as of immediately prior to the closing of the IPO.
The foregoing description of the Restated Bylaws is qualified in its entirety by reference to the full text of the Restated Bylaws, a copy of
which are filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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3.1
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Amended and Restated Certificate of Incorporation of Everbridge, Inc.
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3.2
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Amended and Restated Bylaws of Everbridge, Inc.
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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 hereunto duly authorized.
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Everbridge, Inc.
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Dated: September 21, 2016
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By:
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/s/ Elliot J. Mark
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Elliot J. Mark
Senior Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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3.1
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Amended and Restated Certificate of Incorporation of Everbridge, Inc.
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3.2
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Amended and Restated Bylaws of Everbridge, Inc.
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