Synchronoss Technologies Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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EDP Services
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 1, 2024 (July 1, 2024 )
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Item 3.03. | Material Modification to Rights of Security Holders. | ||||
As previously disclosed by Synchronoss Technologies, Inc. (“Synchronoss” or the “Company”) in Synchronoss’ Current Report on Form 8-K filed with the Securities and Exchange Commission on June 28, 2024, Synchronoss entered into a Credit Agreement with BGC Lender Rep LLC, as administrative agent, and the lenders party thereto for a senior secured term loan facility of up to $75.0 million, the proceeds of which were used in part to repurchase 60,826 shares of its Series B Perpetual Non-Convertible Preferred Stock (the “Series B Preferred”), for an aggregate purchase price of $52.6 million (the “Series B Repurchase”). As a result of the Series B Repurchase, no shares of the Series B Preferred remain outstanding.
On July 1, 2024, following the Series B Repurchase, Synchronoss filed a Certificate of Elimination for the Series B Preferred with the Secretary of State of the State of Delaware (the “Series B Certificate of Elimination”).
The Series B Certificate of Elimination is filed as Exhibit 3.1 to this Current Report on Form 8-K. The foregoing description of the Series B Certificate of Elimination does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | ||||
The information disclosed in Item 3.03 above is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits.
| Exhibit Number | Description | Filed Herewith | ||||||||||||
| 3.1 | x | |||||||||||||
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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.
Date: July 1, 2024
| Synchronoss Technologies, Inc. | |||||||||||
| /s/ Louis Ferraro | |||||||||||
| Name: | Louis Ferraro | ||||||||||
| Title: | Chief Financial Officer | ||||||||||
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