Palo Alto Networks Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
$PANW
Computer peripheral equipment
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
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Item 8.01 Other Events.
On May 15, 2024, Palo Alto Networks, Inc. (the “Company”) and International Business Machines Corporation (“IBM”) issued a joint press release announcing a broad-reaching partnership to deliver AI-powered security outcomes for customers. As part of this expanded partnership, the Company has entered into an Asset Purchase Agreement dated May 15, 2024, between the parties. Completion of the transaction is subject to customary closing conditions, including the receipt of regulatory approvals.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description of Exhibit | ||||
Press release dated as of May 15, 2024 | |||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | ||||
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve risks, uncertainties, and assumptions including statements regarding the closing of the transactions. There are a significant number of factors that could cause actual results to differ materially from statements made in this Current Report on Form 8-K, including: (i) the possibility that the conditions to the closing of the transaction are not satisfied, including required regulatory approvals to consummate the transaction are not obtained, on a timely basis or at all; (ii) possible disruption related to the transaction to the Company’s current plans, operations and business relationships, including through the loss of customers and employees; (iii) the amount of the costs, fees, expenses and other charges incurred by the Company related to the transaction; (iv) the risk that the Company’s stock price may fluctuate during the pendency of the transaction and may decline if the transaction is not completed; (v) the diversion of the Company’s management’s time and attention from ongoing business operations and opportunities; (vi) the response of competitors and other market participants to the transaction; (vii) potential litigation relating to the transaction; and (viii) uncertainty as to timing of completion of the transaction and the ability of each party to consummate the transaction.
Additional risks and uncertainties that could affect the Company’s financial results are included under the captions “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Quarterly Report on Form 10-Q filed with the SEC on February 21, 2024, which is available on its website at investors.paloaltonetworks.com and on the SEC’s website at www.sec.gov. Additional information will also be set forth in other filings that the Company makes with the SEC from time to time. All forward-looking statements in this Current Report on Form 8-K are based on information available to the Company as of the date hereof, and it does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.
SIGNATURES
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.
| PALO ALTO NETWORKS, INC. | |||||
| By: | /s/ BRUCE BYRD | ||||
| Bruce Byrd | |||||
| Executive Vice President, General Counsel and Secretary | |||||
Date: May 16, 2024