UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Emerging growth company
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| Item 8.01 | Other Events. |
On June 21, 2023, Cerence Inc. (the “Company”) issued a press release announcing the Company’s proposed private offering of $190 million aggregate principal amount of convertible senior notes due 2028 (the “Offering”) pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
On June 22, 2023, the Company issued a press release announcing that it had priced the Offering. A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
(d) Exhibits
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Press Release issued by Cerence Inc. on June 21, 2023 | |
| 99.2 | Press Release issued by Cerence Inc. on June 22, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. These statements include, but are not limited to, statements concerning the proposed Offering. Forward looking statements include all statements that are not historical facts. In some cases, forward-looking statements can be identified by terms such as “potential,” “will,” or similar expressions and the negatives of those words. Forward-looking statements involve substantial risks and uncertainties that may cause actual results to differ materially from those that the Company expects. These risks and uncertainties include market risks, trends and conditions. These and other risks are more fully described in the Company’s filings with the Securities and Exchange Commission, including in the section titled “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 and Annual Report for the fiscal year ended September 30, 2022. In light of these risks, you should not place undue reliance on such forward-looking statements. Forward-looking statements represent the Company’s beliefs and assumptions only as of the date of this Current Report on Form 8-K. The Company disclaims any obligation to update forward-looking statements.
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 thereunto duly authorized.
| Cerence Inc. | ||||||
| Date: June 22, 2023 | By: | /s/ Thomas L. Beaudoin | ||||
| Name: | Thomas L. Beaudoin | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||