SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
April 2, 2021 (March 31, 2021)
|Date of Report (date of earliest event reported)|
Rimini Street, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
|(Commission File Number)|
3993 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169
(Address of principal executive offices) (Zip Code)
(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|
|Public Units, each consisting of one share of Common Stock, $0.0001 par value, and one-half of one Warrant||RMNIU|| OTC Pink Current Information Marketplace|
|Warrants, exercisable for one share of Common Stock, $0.0001 par value||RMNIW||OTC Pink Current Information Marketplace|
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 DISCLOSURE|
Attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference is a document titled “FAQ Regarding March 31, 2021 Court Order,” which will be used beginning on or after April 2, 2021, in whole or in part, from time to time by executives of Rimini Street, Inc. (the “Company”) in various discussions and other communications. The attached Selected Q&A are not, and do not purport to be a complete summary of the contents of the March 31, 2021 Court Order, but reflect selected points of the Order for the Company as of the date hereof.
All information in Exhibit 99.1 is presented as of the date of this Current Report on Form 8-K and not any future date, and the Company does not undertake any obligation to, and disclaims any duty to, update any of the information provided.
The information presented in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, 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.
On April 1, 2021, the Company issued a press release titled “Court Rules in Rimini Street’s Favor on Key Matters, Denies Oracle Motions and Cites ‘Common Sense’ and ‘Absurd Result’ in Denying Oracle Claims.” A copy of the press release is attached as Exhibit 99.2 hereto and is incorporated into this Item 8.01 by reference.
|ITEM 9.01||FINANCIAL STATEMENTS AND EXHIBITS|
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: April 2, 2021
|By:||/s/ Seth A. Ravin|
| || ||Name: Seth A. Ravin|
| || ||Title: Chief Executive Officer|