SEC Form 8-K filed by Take-Two Interactive Software Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On May 20, 2025, Take-Two Interactive Software, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), by and among the Company and J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives (the “Representatives”) of the several underwriters listed on Schedule 1 thereto (the “Underwriters”), pursuant to which the Company has agreed to sell 4,750,000 shares (the “Underwritten Shares”) of its common stock, $0.01 par value (the “Common Stock”) at a price to the public of $225.00 per share. Pursuant to the terms of the Underwriting Agreement, the Company has also granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 712,500 shares of Common Stock (the “Option Shares” and together with the Underwritten Shares, the “Shares”). On May 21, 2025, the Underwriters exercised their option to purchase all of the Option Shares in full.
The Underwriting Agreement contains customary representations and warranties of the parties, and indemnification and contribution provisions under which the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. 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 such parties.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated by reference herein. The Shares are being offered pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333-284748) filed with the Securities and Exchange Commission (the “SEC”) on February 7, 2025, as supplemented by a prospectus supplement dated May 20, 2025. A copy of the Opinion of Willkie Farr & Gallagher LLP relating to the legality of the issuance and sale of Common Stock in the offering is attached hereto as Exhibit 5.1. The sale of the Shares pursuant to the Underwriting Agreement closed on May 22, 2025.
On May 20, 2025, the Company issued a press release announcing the pricing of the offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Forward-Looking Statements
Statements contained herein that are not historical facts are considered forward-looking statements under federal securities laws and may be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” or words of similar meaning and include, but are not limited to, statements regarding the outlook for our future business and financial performance. Such forward-looking statements are based on the current beliefs of our management as well as assumptions made by and information currently available to them, which are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Actual outcomes and results may vary materially from these forward-looking statements based on a variety of risks and uncertainties including risks relating to the timely release and significant market acceptance of our games; risks relating to conducting business internationally, including as a result of unforeseen geopolitical events; the impact of changes in interest rates by the Federal Reserve and other central banks, including on our short-term investment portfolio; the impact of inflation; volatility in foreign currency exchange rates; our dependence on key management and product development personnel; our dependence on our NBA 2K and Grand Theft Auto products and our ability to develop other hit titles; our ability to leverage opportunities on PlayStation®5 and Xbox Series X|S; factors affecting our mobile business, such as player acquisition costs; and the ability to maintain acceptable pricing levels on our games.
Other important factors and information are contained in the Company’s most recent Annual Report on Form 10-K, including the risks summarized in the section entitled “Risk Factors,” and the Company’s other periodic filings with the SEC. All forward-looking statements are qualified by these cautionary statements and apply only as of the date they are made. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| EXHIBIT NO. |
DESCRIPTION | |
| 1.1 | Underwriting Agreement, dated as of May 20, 2025, by and among the Company and J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several Underwriters named therein | |
| 5.1 | Opinion of Willkie Farr & Gallagher LLP | |
| 23.1 | Consent of Willkie Farr & Gallagher LLP (included in the opinion filed as Exhibit 5.1) | |
| 99.1 | Press Release, dated May 20, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 22, 2025
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | ||||
| By: | /s/ Matthew Breitman | |||
| Name: | Matthew Breitman | |||
| Title: | Senior Vice President, General Counsel | |||
| Americas & Corporate Secretary | ||||