rng-20240228

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): February 28, 2024

______________________

RINGCENTRAL, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-36089	94-3322844
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

20 Davis Drive, Belmont, CA 94002

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 472-4100

(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 (see General Instruction A.2. below):

☐ 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(s)

Name of each exchange on which registered

Class A Common Stock

RNG

New York Stock Exchange

par value $0.0001

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.

Filing of Prospectus Supplement

The Company filed with the Securities and Exchange Commission a prospectus supplement dated February 28, 2024 (the “Prospectus Supplement”) to the prospectus dated February 22, 2024, which was included in the Company’s automatic shelf registration statement on Form S-3 (No. 333-277294)(the “Registration Statement”). The Prospectus Supplement relates to the resale from time to time of certain shares of the Company’s Class A Common Stock, $0.0001 par value per share (the “Shares”), by the stockholder referenced therein. In connection with the filing of the Prospectus Supplement, the legal opinion as to the legality of the Shares being registered is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference.

(d) Exhibits.



Exhibit No.						Description

5.1						Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1						Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
104						Cover Page Interactive Data File (formatted as inline XBRL).

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 hereunto duly authorized.


	RINGCENTRAL, INC.
Date: March 1, 2024
	By:	/s/ John Marlow
	Name:	John Marlow
	Title:	Chief Administrative Officer

RingCentral Inc. filed SEC Form 8-K: Other Events