8-K

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): January 20, 2011

Glu Mobile Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33368	91-2143667
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

45 Fremont Street, Suite 2800, San Francisco, California	94105
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (415) 800-6100

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

     On January 11, 2011, Glu Mobile Inc. (“Glu”) entered into an underwriting agreement with Roth Capital Partners, LLC, as representative of the underwriters named in Schedule IV thereto (the “Underwriters”), which Glu filed as Exhibit 1.01 to its current report on Form 8-K filed on January 11, 2011 (the “Underwriting Agreement”). On January 14, 2011, Glu sold 7,317,074 shares of its common stock, par value $0.0001 per share, to the Underwriters pursuant to the Underwriting Agreement, which shares were sold to the public at a price of $2.05 per share. Pursuant to Section 4(b) of the Underwriting Agreement, on January 19, 2011, the Underwriters exercised their option to purchase an additional 1,097,561 shares of Glu’s common stock, par value $0.0001 per share (the “Shares”), at a price to the public of $2.05 per share (the “Offering”). The Shares are being offered and sold under a prospectus supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended, in connection with an offering pursuant to Glu’s shelf registration statement on Form S-3 (File Number 333-170577). The Offering is expected to close on January 20, 2011.

     In connection with the Offering, Glu is filing a legal opinion and consent as Exhibit 5.01 and Exhibit 23.01 to this report, which are incorporated by reference into the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
	5.01	Opinion of Fenwick & West LLP regarding the legality of the shares offered
	23.01	Consent of Fenwick & West LLP (included in Exhibit 5.01)

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.

	Glu Mobile Inc.
January 20, 2011	By:	/s/ Eric R. Ludwig
		Name:	Eric R. Ludwig
		Title:    Senior Vice President, Chief Financial Officer and Chief Administrative Officer

Exhibit Index

Exhibit No.		Description
	5.01	Opinion of Fenwick & West LLP regarding the legality of the shares offered
	23.01	Consent of Fenwick & West LLP (included in Exhibit 5.01)

EX-5.01

Exhibit 5.01

January 20, 2011

Glu Mobile Inc.
2207 Bridgepointe Parkway, Suite 300
San Mateo, California 94404

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-3 (File Number 333-170577) filed by Glu Mobile Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on November 12, 2010, as amended on November 18, 2010 and December 1, 2010 (the “Registration Statement”), as subsequently supplemented by the prospectus supplement applicable to the Offering (as defined below), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of the proposed issuance and sale, from time to time, by the Company of securities publicly to purchasers within or outside of the United States, in an amount not to exceed an aggregate offering price of up to $30,000,000. The Company currently proposes to sell up to an aggregate of 1,097,561 shares (the “Takedown Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), under the Registration Statement (the “Offering”). The Takedown Shares will be sold to Roth Capital Partners, LLC (“Roth”), Craig-Hallum Capital Group LLC, Merriman Capital, Inc. and Northland Capital Markets (the “Underwriters”) pursuant to an underwriting agreement (the “Underwriting Agreement”), dated as of January 11, 2011, between the Company and Roth, as the representative of the Underwriters.

     In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following:

(1) the Company’s Third Restated Certificate of Incorporation, certified by the Delaware Secretary of State on March 26, 2007;

(2) the Company’s Amended and Restated Bylaws, certified by the Company’s Secretary on August 27, 2010;

(3) the Registration Statement, together with the Exhibits filed as a part thereof or incorporated therein by reference;

(4) the base prospectus included within the Registration Statement at the time of effectiveness of the Registration Statement (the “Base Prospectus”); (iii) the most recent prospectus that is part of the Time of Sale Disclosure Package, as defined in the Underwriting Agreement (the “Time of Sale Prospectus”); and (iv) the final prospectus supplement relating to the offer and sale of the Takedown Shares filed by the Company with the Commission on January 11, 2011 pursuant to Rule 424(b) under the Act (the “Final Prospectus” and together with the Base Prospectus and the Time of Sale Prospectus, the “Prospectus”);

(5) the unanimous written consent of the Board of Directors (the “Board”), dated November 11, 2010, approving the filing of the Registration Statement, appointing a pricing committee of the Board (the “Pricing Committee”) and other related matters, the resolutions of the Board adopted at a meeting on January 7, 2011, amending the composition of the Pricing Committee, and the unanimous written consent of the Pricing Committee of the Board, dated January 10, 2011, approving the sale of the Takedown Shares and related matters;

Glu Mobile Inc.
Page 2
January 20, 2011

(6) a certificate from the Company’s transfer agent of even date herewith verifying the number of the Company’s issued and outstanding shares of capital stock as of the close of business on January 19, 2011 and a report from the Company, dated as of January 19, 2011, verifying the number of shares of the Company’s common stock subject to issued and outstanding options and of any other rights to purchase the Company’s capital stock;

(7) a Management Certificate addressed to us and dated as of even date herewith executed by the Company containing certain factual and other representations (the “Management Certificate”);

(8) the Current Report on Form 8-K with which this opinion is filed as an exhibit (the “Form 8-K”);

(9) the Underwriting Agreement; and

(10) the form of certificate representing shares of Common Stock.

     In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, and the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us. We have also assumed that the certificates representing the Takedown Shares, if and to the extent the Takedown Shares are issued in certificated form, have been, or will be when issued, properly signed by authorized officers of the Company or their agents.

     As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and have assumed the current accuracy and completeness of the information obtained from the documents referred to above and the representations and warranties made by representatives of the Company to us, including but not limited to those set forth in the Management Certificate. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters.

     In connection with our opinion expressed below, we have assumed that, at or prior to the time of the delivery of any of the Takedown Shares, there will not have occurred any change in the law or the facts affecting the validity of the Takedown Shares.

     We render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than (a) the existing federal laws of the United States of America, (b) the laws of the State of California, and (c) the Delaware General Corporation Law, the Delaware Constitution and reported judicial decisions relating thereto as in effect on the date hereof.

     Based upon the foregoing, it is our opinion that the Takedown Shares, when issued, sold and delivered in the manner and for the consideration stated in the Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable.

     In accordance with Section 95 of the American Law Institute’s Restatement (Third) of the Law Governing Lawyers (2000), this opinion letter is to be interpreted in accordance with customary practices of lawyers rendering opinions in connection with the filing of a registration statement of the type described herein.

Glu Mobile Inc.
Page 3
January 20, 2011

     We consent to the use of this opinion as an exhibit to the Form 8-K and further consent to all references to us, if any, in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto. This opinion is intended solely for use in connection with the issuance and sale of the Takedown Shares subject to the Registration Statement and is not to be relied upon for any other purpose. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.

Very truly yours,
 

/s/ FENWICK & WEST LLP  

FENWICK & WEST LLP