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

	July 25, 2023 (July 25, 2023)
Date of Report (date of earliest event reported)

Rimini Street, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37397	36-4880301
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

1700 S. Pavilion Center Drive, Suite 330

Las Vegas, NV 89135

(Address of principal executive offices) (Zip Code)

(702) 839-9671

(Registrant’s telephone number, including area code)

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Common Stock, par value $0.0001 per share	RMNI	The Nasdaq Global Market

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 7.01 REGULATION FD

On July 25, 2023, Rimini Street, Inc. (the “Company”) issued a press release titled “Rimini Street Statement on U.S. Federal Court Ruling.” A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.

The information presented in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless we specifically state that the information is to be considered “filed” under the Exchange Act or specifically incorporate it by reference in any filing under the Securities Act or the Exchange Act.

Forward-Looking Statements

Certain statements included in this Current Report on Form 8-K (including the press release attached as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference) are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may,” “should,” “would,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “seem,” “seek,” “continue,” “future,” “will,” “expect,” “outlook” or other similar words, phrases or expressions. These forward-looking statements include, but are not limited to, statements regarding our expectations of future events, future opportunities, global expansion and other growth initiatives and our investments in such initiatives. These statements are based on various assumptions and on the current expectations of management and are not predictions of actual performance, nor are these statements of historical facts. These statements are subject to a number of risks and uncertainties regarding Rimini Street’s business, and actual results may differ materially. These risks and uncertainties include, but are not limited to, adverse developments in and costs associated with defending pending litigation or any new litigation; changes in the business environment in which Rimini Street operates, including the impact of any recessionary economic trends and changes in foreign exchange rates, as well as general financial, economic, regulatory and political conditions affecting the industry in which we operate and the industries in which our clients operate; the evolution of the enterprise software management and support landscape and our ability to attract and retain clients and further penetrate our client base; significant competition in the software support services industry; customer adoption of our expanded portfolio of products and services and products and services we expect to introduce; our ability to sustain or achieve revenue growth or profitability and manage our cost of revenue; estimates of our total addressable market and expectations of client savings relative to use of other providers; variability of timing in our sales cycle, and risks relating to retention rates; the loss of one or more members of our management team; our ability to attract and retain qualified employees and key personnel; challenges of managing growth profitably; our need and ability to raise additional equity or debt financing on favorable terms and our ability to generate cash flows from operations to help fund increased investment in our growth; the impact of environmental, social and governance (ESG) matters; actions in response to any lingering impacts of the COVID-19 pandemic and its economic, operational and financial impacts on our business; risks associated with global operations; our ability to prevent unauthorized access to our information technology systems and other cybersecurity threats, protect the confidential information of our employees and clients and comply with privacy regulations; our ability to maintain an effective system of internal control over financial reporting; our ability to maintain, protect and enhance our brand and intellectual property; changes in laws and regulations, including changes in tax laws or unfavorable outcomes of tax positions we take, or a failure by us to establish adequate tax reserves; our credit facility’s ongoing debt service obligations and financial and operational covenants on our business and related interest rate risk, including uncertainty from the transition to SOFR or other interest rate benchmarks; the sufficiency of our cash and cash equivalents to meet our liquidity requirements; the amount and timing of repurchases, if any, under our stock repurchase program and our ability to enhance stockholder value through such program; uncertainty as to the long-term value of Rimini Street’s equity securities; catastrophic events that disrupt our business or that of our clients; and those discussed under the heading “Risk Factors” in Rimini Street’s Quarterly Report on Form 10-Q filed on May 3, 2023, and as updated from time to time by Rimini Street’s future Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings by Rimini Street with the Securities and Exchange Commission. In addition, forward-looking statements provide Rimini Street’s expectations, plans or forecasts of future events and views as of the date of this communication. Rimini Street anticipates that subsequent events and developments will cause Rimini Street’s assessments to change. However, while Rimini Street may elect to update these forward-looking statements at some point in the future, Rimini Street specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing Rimini Street’s assessments as of any date subsequent to the date of this communication.

1

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits.

Exhibit No.	Exhibit Title
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
99.1	Press Release dated July 25, 2023, titled “Rimini Street Statement on U.S. Federal Court Ruling” (Furnished Only)

2

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.

 

	RIMINI STREET, INC.
Dated: July 25, 2023	By:	/s/ Seth A. Ravin
		Name:  Seth A. Ravin
		Title:  President and Chief Executive Officer

3

EX-99.1

Exhibit 99.1

Rimini Street Statement on U.S. Federal Court Ruling

LAS VEGAS, July 25, 2023 –Rimini Street, Inc. (Nasdaq: RMNI), a global provider of end-to-end enterprise software support, products and services, the leading third-party support provider for Oracle and SAP software, and a Salesforce and AWS partner, today issued the following statement in response to the July 24, 2023 Order issued by the U.S. Federal Court for the District of Nevada in the Oracle v. Rimini Street litigation (“Rimini II”):

Rimini Street and Oracle have been in litigation for more than 13 years. While the U.S. Federal Courts confirmed long ago that third-party software support is legal, the Rimini II litigation is related to the manner in which Rimini Street provides support services for certain Oracle product lines. Rimini Street is not prohibited from providing support or services for any Oracle products.

Just days before the jury trial was set to begin in the Rimini II litigation, Oracle withdrew all its claims against Rimini Street and its CEO, Seth A. Ravin, for monetary relief of any kind under any legal theory in the litigation. Rimini Street’s remaining counterclaims and Oracle’s remaining claims seeking only equitable relief were tried before the Court as a non-jury trial that started on November 29, 2022 and ended on December 15, 2022. The Court issued its Order on July 24, 2023.

Rimini Street Prevails in Trial on Many Significant Legal Points

Rimini Street is pleased that it prevailed in Court on many significant legal points, including the following:

•Oracle brought infringement claims seeking injunctive relief as to five (5) products lines and failed as to four (4) of them.

•The Court entered a declaratory judgment of non-infringement for EBS software.

•The Court rejected Oracle’s argument that Oracle’s license agreements, or the Court’s prior orders, prevent Rimini Street from documenting its own “know how” and code in technical specifications used with multiple clients.

Rimini Street Statement on U.S. Federal Court Ruling page 2

•The Court held that the pertinent software licenses do not prohibit Oracle’s customers from hiring a third party like Rimini Street to perform updates or fixes to the same extent the Oracle customer could under the pertinent license.

Rimini Street Plans to Appeal and Has Successful History with Appeals

In addition to the key legal points where Rimini Street prevailed in Court, Rimini Street respectfully disagrees with several conclusions, findings, comments and rulings of the Court and plans to file an appeal.

Over the long history of litigation with Oracle, Rimini Street has filed multiple legal appeals, and to-date Rimini Street has prevailed to some degree in every appeal to the Ninth Circuit of the U.S. Court of Appeals and even achieved a rare, unanimous victory in the U.S. Supreme Court against Oracle. Oracle was even ordered through appeals to refund Rimini Street a total of more than $34 million.

Other Ongoing and Past Rimini Street and Oracle Litigation

Rimini Street and Oracle had an earlier litigation that went to trial in the U.S. District Court for the District of Nevada in 2015. Oracle lost 23 of 24 claims it pursued against Rimini Street in this case, with the jury finding that Rimini Street engaged in “innocent infringement” on the remaining claim. Oracle did not prevail on any claims against Rimini Street’s CEO, Seth A. Ravin. A related appeal was argued in the Ninth Circuit in February 2023 and the parties are awaiting a decision.

About Rimini Street, Inc.

Rimini Street, Inc. (Nasdaq: RMNI), a Russell 2000® Company, is a global provider of end-to-end enterprise software support, products and services, the leading third-party support provider for Oracle and SAP software and a Salesforce and AWS partner. The Company has operations globally and offers a comprehensive family of unified solutions to run, manage, support, customize, configure, connect, protect, monitor, and optimize enterprise application, database, and technology software, and enables clients to achieve better business outcomes, significantly reduce costs and reallocate resources for innovation. To date, over 5,100 Fortune 500, Fortune Global 100, midmarket, public sector, and other organizations from a broad range of industries have relied on Rimini Street as their trusted enterprise software solutions provider. To learn more, please visit http://www.riministreet.com, and connect with Rimini Street on Twitter, Facebook and LinkedIn. (IR-RMNI)

Rimini Street Statement on U.S. Federal Court Ruling page 3

Investor Relations Contact

Dean Pohl

Rimini Street, Inc.

+1 (925) 523-7636

IR@riministreet.com

Media Relations Contact

Janet Ravin

Rimini Street, Inc.

+1 702 285-3532

PR@riministreet.com

# # #

© 2023 Rimini Street, Inc. All rights reserved. “Rimini Street” is a registered trademark of Rimini Street, Inc. in the United States and other countries, and Rimini Street, the Rimini Street logo, and combinations thereof, and other marks marked by TM are trademarks of Rimini Street, Inc. All other trademarks remain the property of their respective owners, and unless otherwise specified, Rimini Street claims no affiliation, endorsement, or association with any such trademark holder or other companies referenced herein.

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