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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): December 16, 2020

 

GTY TECHNOLOGY HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

Massachusetts 001-37931 83-2860149

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (702) 945-2898

 

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:

 

¨ 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   GTYH   The Nasdaq Stock Market LLC

 

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 x

 

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. x

 

 

 

 

 

 

 

Item 8.01. Other Events.

 

On December 16, 2020, GTY Technology Holdings Inc. (the “Company”) issued and sold to an institutional investor in a registered direct offering (the “Offering”) an aggregate of 2,000,000 shares of the Company’s common stock, par value $0.0001 per share, at a price of $3.50 per share in a privately negotiated transaction.

 

The shares were offered and sold pursuant to a prospectus supplement dated December 14, 2020 under the Company’s shelf registration statement on Form S-3 (File No. 333-250152). There were no placement agents or underwriters used in connection with the offering. The opinion of TCF Law Group PLLC with respect to the validity of the shares in the Offering is filed herewith as Exhibit 5.1.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

EXHIBIT INDEX

Exhibit No.   Description
5.1   Opinion of TCF Law Group PLLC.
23.1   Consent of TCF Law Group PLLC (included in Exhibit 5.1).

 

 

 

 

SIGNATURE

 

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.

 

  GTY TECHNOLOGY HOLDINGS INC.
     
  By:   /s/ John Curran
    Name: John Curran
    Title: Chief Financial Officer
     
Dated: December 16, 2020