ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 30, 2020, Rimini Street, Inc. (the "Company") entered into a Stock
Purchase Agreement (the "Stock Purchase Agreement") with Kingstown Partners II,
L.P. and Ktown, L.P., which are affiliated funds (collectively, the "Kingstown
Sellers"), to purchase, effective as of October 30, 2020, 5,000 shares of the
Company's 13.00% Series A Redeemable Convertible Preferred Stock, par value
$0.0001 per share (the "Series A Preferred Stock"), and all associated
obligations pursuant to the Company's Convertible Secured Promissory Notes
outstanding and held by the Kingstown Sellers in respect thereof, from the
Kingstown Sellers for an aggregate purchase price of approximately $4.5 million,
representing a 10% discount to the face value of such shares of Series A
Preferred Stock with no included or required make-whole dividend adjustment (the
"Purchase"). The Stock Purchase Agreement contains customary representations,
warranties and covenants of the parties and mutual waivers by the parties in
respect of such shares of Series A Preferred Stock.
Upon the closing of the transactions contemplated by the Stock Purchase
Agreement, the shares of Series A Preferred Stock purchased by the Company are
being retired and are not eligible for re-issuance by the Company in accordance
with the terms of the Certificate of Designations for the Series A Preferred
Stock.
The foregoing description of the Stock Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Stock Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto and is
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit No. Exhibit Title
10.1 Stock Pu rchase Agreement dated October 30 , 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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