Alkami Technology Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
$ALKT
Computer Software: Prepackaged Software
Technology
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): November 6, 2024
(Exact Name of Registrant as Specified in its Charter)
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(Address of Principal Executive Offices) (Zip Code)
(877 ) 725-5264
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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:
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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).
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Item 8.01. Other Events.
On November 6, 2024, Alkami Technology, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC (the “Underwriter”) and entities affiliated with General Atlantic, L.P., S3 Ventures Fund III, L.P., George B. Kaiser and Brian R. Smith (collectively, the "Selling Stockholders"), relating to an underwritten secondary offering (the “Offering”) of an aggregate of 7,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). Pursuant to the Underwriting Agreement, the Selling Stockholders sold all 7,500,000 shares of Common Stock. The closing of the Offering occurred on November 8, 2024. The Company did not receive any of the proceeds from the sale of the Shares by the Selling Stockholders.
The offering of the Shares by the Selling Stockholders was made pursuant to an automatically effective registration statement on Form S-3 (Registration No. 333-281373) (the “Registration Statement”) that was filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on August 8, 2024, a base prospectus included in the Registration Statement, and a prospectus supplement, dated November 6, 2024 and filed with the SEC on November 8, 2024.
The Underwriting Agreement contains customary representations, warranties and covenants; customary conditions to closing; customary indemnification obligations of the Company, the Selling Stockholders and the Underwriter, including for certain liabilities under the Securities Act of 1933, as amended; and other obligations of the parties. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
| 1.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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 thereunto duly authorized.
| Alkami Technology, Inc. | |||||||||||||||||
| Date: | November 8, 2024 | By: | /s/ W. Bryan Hill | ||||||||||||||
| W. Bryan Hill | |||||||||||||||||
| Chief Financial Officer | |||||||||||||||||