Item 1.01. Entry into a Material Definitive Agreement.
On
The Aggregate Consideration payable to stockholders of the Target consists of
approximately 58% cash and approximately 42% in shares of the Company's Class A
common stock (the "Stock Consideration"). The number of shares to be issued in
connection with the Stock Consideration will be based on a fixed value of
A portion of the Aggregate Consideration will be held in escrow, for a 15-month escrow period to serve as security for potential indemnification claims under the Merger Agreement. In addition, the Merger Agreement contains customary representations, warranties and covenants from each of the parties. The Company expects to complete the Acquisition in the second fiscal quarter of 2022, at which time the Target will become a wholly-owned subsidiary of the Company, and is subject to customary closing conditions, including the expiration of termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Merger Agreement also provides customary termination rights to each of the parties.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is subject to, and
qualified in its entirety by reference to, the full text of the Merger
Agreement, a copy of which will be filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ending
Item 3.02. Unregistered Sales of
The information contained in Item 1.01 is incorporated herein by reference.
As described in Item 1.01, under the terms of the Agreement, the Company has
agreed to issue shares of
Item 7.01. Regulation FD Disclosure.
On
The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Exhibit Description 99.1 Press Release issued bySentinelOne, Inc. datedMarch 15, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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