UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: October 11, 2019
Date of earliest event reported:
(Exact name of registrant as specified in its charter)
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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. ☐
Explanatory Note:
On August 2, 2019, Everbridge, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) regarding, among other things, its entry into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with NC4 Inc., NC4 Public Sector LLC, and Celerium Group Inc., dated July 29, 2019, pursuant to which the Company purchased all of the outstanding membership interests of NC4 Inc. and NC4 Public Sector (collectively “NC4”) (the “Acquisition”). On August 1, 2019, the Acquisition was consummated pursuant to the Purchase Agreement, except the transfer of the NC4 Public Sector business which was consummated on September 30, 2019.
This Amendment No. 1 (“Amendment No. 1”) to the Current Report on Form 8-K/A amends and supplements the Original 8-K filed by the Company, and is being filed to provide the historical financial statements and the pro forma financial information required pursuant to Items 9.01(a) and 9.01(b) of Form 8-K, respectively. In accordance with the requirements of Items 9.01(a)(4) and 9.01(b)(2) of Form 8-K, this Amendment No. 1 is being filed within 71 calendar days of the date that the Original 8-K was required to be filed with respect to the above referenced transactions.
| Item 9.01. | Financial Statements and Exhibits |
(a) Financial Statements of Business Acquired
The audited consolidated financial statements of NC4 as of and for the year ended December 31, 2018 are filed as Exhibit 99.1 to this report and are incorporated herein by reference.
The unaudited consolidated interim financial statements of NC4 as of and for the six months ended June 30, 2019 and 2018 are filed as Exhibit 99.2 to this report and are incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited condensed pro forma combined financial information as of and for the six months ended June 30, 2019 and for the year ended December 31, 2018 with respect to the Company’s acquisition of NC4 is filed as Exhibit 99.3 to this report and is incorporated herein by reference.
The unaudited pro forma financial information is presented for informational purposes only. The pro forma data is not necessarily indicative of what the combined entity’s financial position or results of operations would have been had the transaction been completed at and as of the dates indicated. In addition, the unaudited pro forma financial information does not purport to project the future financial position or operating results of the combined entity.
(d) Exhibits
| Exhibit |
Description | |||
| 23.1 |
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| 99.1 |
Audited consolidated financial statements as of and for the year ended December 31, 2018 of NC4 | |||
| 99.2 |
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| 99.3 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
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.
| Everbridge, Inc. | ||||||
| Dated: October 11, 2019 |
By: |
/s/ Elliot J. Mark | ||||
| Elliot J. Mark | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||