modn-20230315

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

March 15, 2023

Date of Report (Date of earliest event reported)

MODEL N, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-35840

77-0528806

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer Identification No.)

777 Mariners Island Boulevard, Suite 300
San Mateo, California 94404

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 610-4600

Not Applicable

(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

Name of each exchange on which registered

Common Stock, par value $0.00015 per share

MODN

New York Stock Exchange

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 8.01. Other Events.

On March 15, 2023, pursuant to that certain purchase agreement, dated as of March 8, 2023 (the “Purchase Agreement”), by and among Model N, Inc. (the “Company”) and Goldman Sachs & Co. LLC, Jefferies LLC and RBC Capital Markets, LLC, as representatives of the several purchasers named therein (collectively, the “Initial Purchasers”), pursuant to which the Company previously issued and sold $220.0 million in aggregate principal amount of its 1.875% Convertible Senior Notes due 2028 (the “Notes”), the Initial Purchasers notified the Company of their exercise in full of their option to purchase an additional $33.0 million principal amount of Notes (the “Additional Notes”), as set forth in the Purchase Agreement, and on March 17, 2023, the Company issued and sold the Additional Notes to the Initial Purchasers.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



MODEL N, INC.
(Registrant)

By:			/s/ John Ederer
			John Ederer
			Chief Financial Officer

Date: March 17, 2023

Model N Inc. filed SEC Form 8-K: Other Events