We are offering 7,750,000 shares of our common stock, par value
$0.0001 per share (“common stock”).
The offering is being underwritten on a firm commitment
basis. The underwriter may also purchase up to an additional 1,162,500 shares of common stock from the selling stockholders
identified in this prospectus supplement at the public offering price, less the underwriting discount. The underwriter may
exercise this option at any time and from time to time during the 30-day period from the date of this prospectus supplement.
We will not receive any proceeds from the sale of any shares by the selling stockholders upon the exercise by the underwriter
of this over-allotment option.
The underwriter expects to deliver the shares of common stock
to the purchasers on or about March 11, 2021.
Forward-Looking Statements
This prospectus supplement includes forward-looking statements.
All statements other than statements of historical facts contained in this prospectus supplement, including statements regarding
our future results of operations and financial position, business strategy and plans, and our objectives for future operations,
are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “will,”
“would” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking
statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include,
but are not limited to, information concerning:
|
·
|
the duration of and economic, operational and financial impacts on our business of the COVID-19 pandemic, as well as the actions
taken by us, governmental authorities, clients or others in response to the COVID-19 pandemic;
|
|
·
|
the evolution of the enterprise software management and support landscape facing our clients and prospects;
|
|
·
|
our ability to educate the market regarding the advantages of our enterprise software management and support services and products;
|
|
·
|
estimates of our total addressable market, market share and backlog, or the estimated value of our total unperformed subscribed work;
|
|
·
|
projections and estimates of client savings;
|
|
·
|
projections with respect to our strategic growth plan;
|
|
·
|
the occurrence of catastrophic events that may disrupt our business or that of our current and prospective clients;
|
|
·
|
our ability to maintain an adequate rate of revenue growth;
|
|
·
|
our expectations about future financial, operating and cash flow results;
|
|
·
|
the sufficiency of future cash and cash equivalents to meet our liquidity requirements;
|
|
·
|
our business plan and our ability to effectively manage our growth and associated investments;
|
|
·
|
beliefs and objectives for future operations;
|
|
·
|
our ability to expand our leadership position in independent enterprise software support and sell our new application managed
services;
|
|
·
|
our ability to attract and retain clients;
|
|
·
|
our ability to further penetrate our existing client base;
|
|
·
|
our ability to maintain our competitive technological advantages against new entrants in our industry;
|
|
·
|
our ability to timely and effectively scale and adapt our existing technology;
|
|
·
|
our ability to innovate new products and bring them to market in a timely manner, including our recently announced application
management services offerings;
|
|
·
|
our ability to maintain, protect, and enhance our brand and intellectual property;
|
|
·
|
our ability to capitalize on changing market conditions including a market shift to hybrid and cloud/SaaS offerings for information
technology environments and retirement of certain software releases by software vendors;
|
|
·
|
our ability to develop strategic partnerships;
|
|
·
|
benefits associated with the use of our services;
|
|
·
|
our ability to expand internationally;
|
|
·
|
our ability to raise equity or debt financing in the future;
|
|
·
|
the effects of increased competition in our market and our ability to compete effectively;
|
|
·
|
our intentions with respect to our pricing model;
|
|
·
|
cost of revenues, including changes in costs associated with production, manufacturing, and client support;
|
|
·
|
operating expenses, including changes in sales and marketing, and general administrative expenses;
|
|
·
|
anticipated income tax rates;
|
|
·
|
our ability to maintain our good standing with the United States and international governments and secure new contracts;
|
|
·
|
costs associated with defending intellectual property infringement and other claims, such as those claims discussed under the
section titled “Business—Legal Proceedings” in our 2020 Annual Report on Form 10-K, as filed with the SEC
on March 3, 2021 (the “2020 Form 10-K”);
|
|
·
|
our expectations with respect to such litigation;
|
|
·
|
our expectations concerning relationships with third parties, including channel partners and logistics providers;
|
|
·
|
economic and industry trends or trend analysis;
|
|
·
|
the attraction and retention of qualified employees and key personnel;
|
|
·
|
future acquisitions of or investments in complementary companies, products, subscriptions or technologies;
|
|
·
|
uncertainty from the expected discontinuance of LIBOR and transition to any other interest rate benchmarks;
|
|
·
|
the effects of seasonal trends on our results of operations, including the contract renewal cycles for vendor-supplied software
support services; and
|
|
·
|
other risks and uncertainties, including those set forth under the caption “Risk Factors” herein.
|
We have based these forward-looking statements largely on our
current expectations and projections about future events and financial trends that we believe may affect our financial condition,
results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These
forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those referred to under the
caption “Risk Factors” herein and the risk factors incorporated by reference. Moreover, we operate in very competitive
and rapidly changing markets. New risks emerge from time to time. It is not possible for our management to predict all risks, nor
can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks,
uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus supplement may not occur
and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions
of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot
guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking
statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness
of the forward-looking statements. The forward-looking statements in this prospectus supplement are made as of the date hereof,
and except as required by law, we disclaim and do not undertake any obligation to update or revise publicly any forward-looking
statements in this prospectus supplement. You should read this prospectus supplement and the documents that we incorporate by reference
in this prospectus supplement and have filed with the SEC as exhibits with the understanding that our actual future results, levels
of activity and performance, as well as other events and circumstances, may be materially different from what we expect.
PROSPECTUS SUPPLEMENT
SUMMARY
This
summary highlights certain information about us, this offering and selected information contained elsewhere in or incorporated
by reference into this prospectus supplement and the accompanying prospectuses. This summary is not complete and does not contain
all of the information that you should consider before deciding whether to invest in the securities covered by this prospectus
supplement. For a more complete understanding of Rimini Street, Inc. and this offering, we encourage you to read and consider
carefully the more detailed information in this prospectus supplement and the accompanying prospectuses, including the information
incorporated by reference in this prospectus supplement and the accompanying prospectuses and the information included in any
free writing prospectus that we have authorized for use in connection with this offering, including the information referred to
under the heading “Risk Factors” in this prospectus supplement beginning on page S-7. Unless we
specify otherwise, all references in this prospectus to “we,” “our,” “us” and “our company”
refer to Rimini Street, Inc. Unless otherwise indicated, this prospectus supplement does not reflect the exercise of the
underwriter's option to purchase additional shares.
Company Overview
Rimini Street, Inc. is a global provider of enterprise
software support products and services, and the leading independent software support provider for Oracle and SAP products, based
on both the number of active clients supported and recognition by industry analyst firms. We founded our company to disrupt and
redefine the enterprise software support market by developing and delivering innovative new products and services that fill a then
unmet need in the market. We believe we have achieved our leadership position in independent enterprise software support by recruiting
and hiring experienced, skilled and proven staff; delivering outcomes-based, value-driven and award-winning enterprise software
support products and services; seeking to provide an exceptional client-service, satisfaction and success experience; enabling
clients to follow a business-driven roadmap aligned with their business objectives that better supports competitive advantage and
growth; and continuously innovating our unique products and services by leveraging our proprietary knowledge, tools, technology
and processes.
In November 2019, we announced the global availability
of our Application Management Services (“AMS”) for Oracle, which includes coverage for Oracle Database, Middleware
and a wide range of Oracle applications including E-Business Suite, JD Edwards, PeopleSoft and Siebel. In addition to leveraging
our support services for Oracle that replaces expensive and less robust software vendor annual support with a more responsive and
comprehensive support offering, our clients can now have us manage their Oracle systems day-to-day with an integrated application
management and support service provided by a single trusted vendor. As an integrated service, we believe we can provide clients
a better model, better people, and better outcomes with higher satisfaction and significant savings of time, labor and money. The
AMS for Oracle includes system administration, operational support, health monitoring and enhancement support.
In August 2019, we announced plans to globally offer AMS
for SAP enterprise software, expanding the scope of support services we will offer clients globally. This AMS service is in addition
to our traditional enterprise Support Services. We are already providing this new SAP AMS service to clients in North and South
America. The service includes system administration and SAP Basis support, system health monitoring with proactive analysis, preventative
system recommendations and event detection, and enhancement support for complex SAP software landscapes.
In 2018, we announced plans to support Software as a Service
(“SaaS”) solutions beginning with Salesforce products. As a partner of Salesforce, we provide our award-winning service
and support for custom code, release updates and application integrations in addition to ongoing administrative, configuration
and enhancement of Salesforce’s industry leading cloud solutions.
Enterprise software support products and services is one of
the largest categories of overall global information technology (“IT”) spending. We believe core enterprise resource
planning (“ERP”), customer relationship management (“CRM”), product lifecycle management (“PLM”),
and technology software platforms have become increasingly important in the operation of mission-critical business processes over
the last 30 years, and also that the costs associated with failure, downtime, security exposure and maintaining the tax, legal
and regulatory compliance of these core software systems have also increased. As a result, we believe that licensees often view
software support as a mandatory cost of doing business, resulting in recurring and highly profitable revenue streams for enterprise
software vendors. For example, for fiscal year 2020, SAP reported that support revenue represented approximately 42% of its total
revenue and, for fiscal year 2020, Oracle reported a margin of 85% for cloud services and license support.
We believe that software vendor support is an increasingly
costly model that has not evolved to offer licensees the responsiveness, quality, breadth of capabilities or value needed to
meet the needs of licensees. Organizations are under increasing pressure to reduce their IT costs while also delivering
improved business performance through the adoption and integration of emerging technologies, such as mobile, virtualization,
internet of things (“IoT”) and cloud computing. Today, however, the majority of IT budget is spent operating and
maintaining existing infrastructure and systems, in part as a result of software vendor policies and support models that are
designed to benefit the vendor and force organizations to follow a vendor-dictated roadmap. As a result, we believe
organizations are increasingly seeking ways to create competitive advantage and growth by redirecting budgets from expensive
maintenance programs and costs to new technology investments that provide greater strategic value. Our software management
and support products and services help clients achieve these objectives by reducing the total cost of support. We believe
that clients can save up to 90% in total maintenance costs over time by replacing vendors with our company. We estimate
that client savings are nearly $5 billion to date. We estimate that our total addressable market is approximately $29.2
billion. We believe that we currently have approximately 86% global market share for third-party software support.
As of December 31, 2020, we employed approximately 1,420
professionals and supported over 2,480 active clients globally, including 75 Fortune 500 companies and 17 Fortune Global 100 companies,
across a broad range of industries. We define an active client as a distinct entity, such as a company, an educational or government
institution, or a business unit of a company that purchases our services to support a specific product. For example, we count as
two separate active client instances in circumstances where we provide support for two different products to the same entity.
We market and sell our services globally, primarily through
our direct sales force, and currently have wholly-owned subsidiaries in Australia, Brazil, UAE (Dubai), France, Germany, Hong Kong, India, Israel,
Japan, Korea, Malaysia, Mexico, Netherlands, New Zealand, Poland, Singapore, Sweden, Taiwan, Canada, the United Kingdom and the
United States. We believe our primary competitors are the enterprise software vendors whose products we service and support, including
IBM, Microsoft, Oracle and SAP.
Our subscription-based revenue provides a strong
foundation for, and some visibility into, future period results. We generated revenue of $326.8 million, $281.1 million and
$253.5 million for the years ended December 31, 2020, 2019 and 2018, respectively, representing a year-over-year
increase of 16% and 11% for 2020 and 2019, respectively. We estimate that our backlog, or the value of our total unperformed
subscribed work, was approximately $556.3 million as of December 31, 2020. We have a history of losses, and as of
December 31, 2020, we had an accumulated deficit of $301.7 million. We had net income of $13.0 million and $17.5
million for the years ended December 31, 2020 and 2019, respectively and a net loss of $64.0 million for the year
ended December 31, 2018. We believe that we have sufficient operating levers to achieve our strategic growth plan to
reach $1 billion in annual revenue by 2026.
Since our inception, we have financed our operations through
cash collected from clients and net proceeds from equity financings and borrowings. As of December 31, 2020, we had no outstanding
contractual debt obligations.
2020 New Executive Officer Appointments and Compensation
Chief
Operating Officer. Effective June 1, 2020, we appointed Mr. Gerard Brossard as our Executive Vice President
and Chief Operating Officer. As previously disclosed, his Offer Letter dated May 22, 2020 provided for an annual base salary
of $350,000 and a target annual incentive compensation opportunity of $350,000, each of which was prorated for 2020. Effective
April 1, 2021, his base salary and corresponding incentive compensation opportunity will increase by $50,000, to a total of
$400,000 per year. He is also eligible to participate in our long-term incentive compensation, retirement and other benefit plans
and programs offered to our other senior executives. Mr. Brossard earned a total of $318,635 cash incentive compensation for
2020.
Upon joining the Company, Mr. Brossard was granted a stock
option award for 100,000 shares of common stock, with an exercise price of $4.46 per share and an award of restricted stock units
(“RSUs”) in respect of 200,000 shares of our common stock, in each case vesting in three equal annual installments.
On November 20, 2020, Mr. Brossard was granted an additional 200,000 RSUs, vesting in three equal annual installments.
Chief
Financial Officer. Effective October 1, 2020, we appointed Mr. Michael Perica as its Executive Vice President
and Chief Financial Officer. Mr. Perica's Offer Letter dated August 28, 2020 provides for an annual base salary of $300,000
and target annual incentive compensation opportunity of $200,000. He is also be eligible to participate in our long-term incentive
compensation, retirement and other benefit plans and programs offered to our other senior executives. Mr. Perica earned a
total of $49,980 cash incentive compensation for 2020.
Upon joining the Company, Mr. Perica was granted a stock
option award for 50,000 shares of common stock with an exercise price of $3.22 per share and RSUs in respect of 100,000 shares
of common stock, in each case vesting in three equal annual installments. On February 23, 2021, Mr. Perica was granted
a stock option award for 50,000 shares of common stock with an exercise price of $7.52 per share and RSUs in respect of 25,000
shares of common stock, in each case vesting in three equal annual installments.
Chief
Executive Officer Amendment. Effective June 1, 2020, Mr. Seth Ravin received market-based compensation adjustments,
including an increase in base salary from $300,000 to $400,000 per year and corresponding increase to his target annual incentive
opportunity. He was also granted a stock option award for 149,327 shares of common stock with an exercise price of $4.46 per share
and RSUs in respect of 232,062 shares of common stock, in each case vesting in three equal annual installments. Mr. Ravin
earned a total of $341,100 cash incentive compensation for 2020.
Corporate Information
Rimini
Street, Inc. (“RSI”) was originally incorporated in the State of Nevada in September 2005. In May 2017,
RSI entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GP Investments Acquisition Corp.
(“GPIA”), a publicly-held special purpose acquisition company incorporated in the Cayman Islands and formed for the
purpose of effecting a business combination with one or more businesses. Substantially all of GPIA’s assets consisted of
cash and cash equivalents. The Merger Agreement was approved by the respective shareholders of RSI and GPIA in October 2017,
and closing occurred on October 10, 2017, resulting in (i) the merger of a wholly-owned subsidiary of GPIA with and into
RSI, with RSI as the surviving corporation (the “First Merger”), after which (ii) RSI merged with and into GPIA,
with GPIA as the surviving corporation (the “Second Merger”, and collectively with the First Merger, the “Mergers”).
Prior to consummation of the Mergers, GPIA domesticated as a Delaware corporation (the “Delaware Domestication”). Immediately
after the Delaware Domestication and the consummation of the Second Merger, GPIA was renamed “Rimini Street, Inc.”
Our principal executive offices are located at 3993 Howard Hughes
Parkway, Suite 500, Las Vegas, NV 89169, and our telephone number is (702) 839-9671.
Our website address is www.riministreet.com. The information
on, or that can be accessed through, our website is not part of this prospectus supplement.
Rimini Street, and the Rimini Street logo are our trademarks.
This prospectus supplement and the documents incorporated by reference into this prospectus supplement may also contain trademarks
and trade names that are the property of their respective owners. We do not intend our use or display of other companies’
trade names, trademarks or service marks to imply relationships with, or endorsements or sponsorship of us by, these other companies.
The
Offering
Common stock offered by us
|
|
7,750,000
shares
|
|
|
|
Common stock to be outstanding after this offering
|
|
Approximately 84,156,000 shares (1)
|
|
|
|
Public offering price
|
|
$7.75 per share
|
|
|
|
Option to purchase additional
shares from the selling stockholders
|
|
The selling stockholders have granted the underwriter
a 30-day option to purchase up to an additional 1,162,500 shares of our common stock.
|
|
|
|
Use of proceeds
|
|
We intend to use the net proceeds from this offering for general corporate purposes, including, but not limited to, potential financing transactions that reduce cost of capital, working capital and other business purposes. See “Use of Proceeds” on page S-9.
We will not receive any proceeds from the sale of shares by the selling stockholders.
|
|
|
|
Risk factors
|
|
See the “Risk Factors” section of this prospectus supplement and in the documents incorporated by reference in this prospectus supplement for a discussion of factors to consider before deciding to invest in our securities.
|
|
|
|
Nasdaq Global Market symbol
|
|
“RMNI”
|
|
|
|
Lock-up agreements
|
|
We, our directors and executive officers and certain
of our stockholders (namely, GPIAC, LLC and RMNI InvestCo, LLC (the “GP Selling Stockholders”) and Adams Street 2007 Direct Funds, L.P., Adams Street 2008 Direct Funds, L.P. and Adams Street 2009 Direct
Funds, L.P. (the “ASP Selling Stockholders”)) have agreed with the underwriter that, without the prior written
consent of Craig-Hallum Capital Group LLC, subject to certain exceptions, we, our directors and executive officers and the GP
Selling Stockholders and the ASP Selling Stockholders will not, for a period of 90 days, in either case, following the
date of this prospectus supplement, directly or indirectly offer or sell any of our shares of common stock. See
“Underwriting” on page S-15 of this prospectus supplement.
|
(1) The
number of shares of our common stock outstanding is based on an aggregate of approximately 76,406,000 shares of our common stock
outstanding as of December 31, 2020 and excludes approximately:
|
·
|
7,007,000 shares of common stock issuable upon the exercise of outstanding options as of December 31, 2020, having
a weighted average exercise price of $5.24 per share;
|
|
·
|
3,322,000 shares of common stock issuable upon the vesting of restricted stock units as of December 31, 2020,
having a weighted average grant day fair value of $4.69 per share;
|
|
|
|
|
·
|
18,128,000 shares of common stock issuable upon the exercise of outstanding warrants as of December 31, 2020,
including warrants to purchase 3,440,000 shares of common stock exercisable at $5.64 per share and warrants to purchase
14,688,000 shares of common stock exercisable at $11.50 per share;
|
|
·
|
4,037,000 shares of common stock reserved for future issuance pursuant to the Rimini Street, Inc. 2013 Equity Incentive
Plan as of December 31, 2020; and
|
|
·
|
5,000,000 shares of common stock reserved for future issuance pursuant to the Rimini Street, Inc. 2018 Employee Stock
Purchase Plan as of December 31, 2020.
|
Also excluded are approximately:
|
·
|
532,000 shares of common stock issued between January 1, 2021 and March 5, 2021 upon the exercise of
outstanding stock options;
|
|
·
|
268,000 shares of common stock issued upon the vesting of restricted stock units as of March 5, 2021; and
|
|
·
|
14,610,400 shares of common stock issuable upon the conversion of our outstanding shares of Series A Preferred Stock
as of March 5, 2021.
|
Risk
Factors
Investing
in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider
the risks discussed below, together with the risks under the heading “Risk Factors” beginning on page 14
under Part I, Item IA of our 2020 Form 10-K, as well as any amendment or update to our risk factors reflected in
subsequent filings with the SEC, which are incorporated by reference into this prospectus supplement and the accompanying prospectuses,
as well as the other information in this prospectus supplement, the accompanying prospectuses, the information and documents incorporated
by reference herein and therein and in any free writing prospectus that we have authorized for use in connection with this offering.
If any of the identified risks actually occur, they could materially adversely affect our business, financial condition, operating
results or prospects and the trading price of our securities. Additional risks and uncertainties that we do not presently know
or that we currently deem immaterial may also impair our business, financial condition, operating results and prospects and the
trading price of our securities.
Because
we will have broad discretion and flexibility in how the net proceeds from this offering are used, we may use the net proceeds
in ways in which you disagree.
We
intend to use the net proceeds from this offering for general corporate purposes, including, but not limited to, potential financing transactions that reduce cost of capital, working capital and other business purposes. See “Use of Proceeds” on page S-9. Accordingly,
our management will have significant discretion and flexibility in applying the net proceeds of this offering. You will be relying
on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part
of your investment decision, to assess whether the net proceeds are being used appropriately. It is possible that the net proceeds
will be invested in a way that does not yield a favorable, or any, return for us. The failure of our management to use such funds
effectively could have a material adverse effect on our business, financial condition, operating results and cash flow.
Purchasers in this offering will experience immediate
and substantial dilution in the book value of their investment.
Purchasers
of our common stock in this offering will experience immediate dilution in the net tangible book value of the common stock
purchased in this offering because the price per share of common stock in this offering is substantially higher than the net
tangible book value per share of our common stock outstanding immediately after this offering. Our net tangible book value as
of December 31, 2020 was approximately ($200.9 million), or approximately ($2.63) per share of our common stock.
Based on the public offering price of $7.75 per share and after deducting the estimated underwriting discounts and
commissions and estimated offering expenses payable by us, our adjusted net tangible book value as of December 31, 2020,
would have been approximately ($145.2 million), or approximately
($1.73) per share of our common stock. As a result, if you purchase shares of common
stock in this offering, you would suffer immediate and substantial dilution of ($9.48)
per share with respect to the net tangible book value of the common stock. See “Dilution” in this prospectus
supplement for a detailed discussion of the dilution you will incur if you purchase shares in this offering.
We do not currently intend to pay dividends on our common
stock and, consequently, the ability to achieve a return on investment in our common stock will depend on appreciation in the price
of our common stock.
We have not paid any cash dividends on our common stock to date.
The payment of any cash dividends on our common stock will depend upon our revenue, earnings and financial condition from time
to time. The payment of any dividends will be within the discretion of our Board of Directors and, in certain circumstances, would
require us to obtain the consent of and to pay a corresponding dividend to holders of our shares of Series A Preferred Stock.
It is presently expected that except for the cash dividends payable to the holders of our Series A Preferred Stock, we will
retain all earnings for use in our business operations and, accordingly, it is not expected that our Board of Directors will declare
any dividends on our common stock in the foreseeable future. Our ability to declare dividends on our common stock may also be limited
by the terms of financing and other agreements entered into by us or our subsidiaries from time to time. Therefore, you are not
likely to receive any dividends on your common stock for the foreseeable future and the success of an investment in shares of our
common stock will depend upon any future appreciation in its value. Consequently, investors may need to sell all or part of their
holdings of our common stock after price appreciation, which may never occur, as the only way to realize any future gains on their
investment. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which
our stockholders have purchased their shares.
We may seek to engage in capital optimization transactions in
the future in respect of our outstanding preferred stock, warrants or units, the result of which may also trigger some dilution
and not achieve an improved capital structure.
Insiders will exercise significant
control over our company and will be able to influence corporate matters.
As
of December 31, 2020, directors, executive officers, 5% or greater stockholders and their affiliates beneficially owned,
in the aggregate, approximately 69.1% of the voting rights of our outstanding capital stock and, upon the closing of
this offering, that same group will hold approximately 63.7% of the voting rights of our
outstanding capital stock. Therefore, even after this offering, these stockholders will have the ability to influence us
through this ownership position. The GP Selling Stockholders and the ASP Selling Stockholders have preemptive rights
pursuant to a preemptive rights agreement allowing them to participate, and avoid dilution of their ownership percentage, in
connection with our sales of equity securities, subject to certain customary exceptions. For example, these stockholders will
be able to exercise significant influence over all matters submitted to our stockholders for approval, including the election
of directors and approval of significant corporate transactions, such as a merger or sale of our company or its assets. This
concentration of ownership may have the effect of delaying or preventing a third party from acquiring control of our company
and could adversely affect the market price of our common stock.
If we raise additional capital
in the future, your ownership in us could be diluted.
Any issuance of equity we may undertake
in the future to raise additional capital could cause the price of our common stock to decline, or require us to issue shares at
a price that is lower than that paid by holders of our common stock in the past, which would result in those newly issued shares
being dilutive. The holders of our Series A Preferred Stock have rights senior to your rights as a common stockholder. If
we obtain further funds through a credit facility or through the issuance of debt or preferred securities, these securities would
likely also have rights senior to your rights as a common shareholder, which could impair the value of our common stock.
Use
of Proceeds
We estimate that the net proceeds from the sale of the securities
offered under this prospectus supplement, after deducting the underwriting discount and estimated offering expenses payable by
us, will be approximately $55.7 million.
We intend to use the net proceeds from the sale of the shares
of common stock for general corporate purposes, including, but not limited to, potential financing transactions that reduce cost of capital, working capital and
other business purposes.
The amounts and timing of our use of proceeds will vary depending
on a number of factors, including the amount of cash generated or used by our operations. As a result, we will retain broad discretion
in the allocation of the net proceeds of this offering.
We will not receive any proceeds from the sale of shares
by the selling stockholders, which are estimated to be $8,567,241.38 only if the underwriter exercises in full
the option to purchase up to an additional 1,162,500 shares of common stock
from the selling stockholders, after deducting the underwriting discount. The selling stockholders include certain entities
affiliated with members of our board of directors.
Capitalization
The following table sets forth our consolidated cash and cash
equivalents, equity and total capitalization as of December 31, 2020:
|
·
|
on an actual basis; and
|
|
·
|
on an adjusted basis to give effect to the sale of shares of our common stock in this offering and the application of the estimated
net proceeds as described under “Use of Proceeds.”
|
You should read the data set forth in the table below in conjunction
with the section of this prospectus supplement under the caption “Use of Proceeds” as well as our “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and notes and other
financial information included or incorporated by reference in this prospectus supplement.
|
|
At
December 31, 2020
(in
thousands)
|
|
|
|
Actual
|
|
|
As
Adjusted
|
|
Cash
and cash equivalents
|
|
$
|
87,575
|
|
|
$
|
143,270
|
|
Redeemable
Series A Preferred Stock; 180,000 shares authorized, 154,911 shares issued and outstanding. Liquidation preference
of $154.9 million net of discount of $17.1 million
|
|
|
137,854
|
|
|
|
137,854
|
|
Preferred
stock; $0.0001 par value: 99,820,000 shares authorized (excluding 180,000 shares of Series A Preferred Stock); no other
series has been designated
|
|
|
—
|
|
|
|
—
|
|
Common
stock $0.0001 par value: 1,000,000,000 shares authorized; approximately 76,406,000 shares and 84,156,000 shares issued and
outstanding actual and as adjusted, respectively
|
|
|
8
|
|
|
|
9
|
|
Additional
paid-in capital
|
|
|
101,047
|
|
|
|
156,741
|
|
Accumulated
other comprehensive loss
|
|
|
(318
|
)
|
|
|
(318
|
)
|
Accumulated
deficit
|
|
|
(301,675
|
)
|
|
|
(301,675
|
)
|
Total
stockholders’ deficit
|
|
|
(200,938
|
)
|
|
|
(145,243
|
)
|
Total
capitalization
|
|
$
|
(63,084
|
)
|
|
$
|
(7,389
|
)
|
The
number of shares of our common stock outstanding is based on an aggregate of approximately 76,406,000 shares of our common
stock outstanding as of December 31, 2020 and excludes approximately:
|
·
|
7,007,000 shares of common stock issuable upon the exercise of outstanding options as of December 31, 2020, having a weighted
average exercise price of $5.24 per share;
|
|
·
|
3,322,000 shares of common stock issuable upon the vesting of restricted stock units as of December 31, 2020, having a
weighted average grant day fair value of $4.69 per share;
|
|
·
|
18,128,000 shares of common stock issuable upon the exercise of outstanding warrants as of December 31, 2020, including
warrants to purchase 3,440,000 shares of common stock exercisable at $5.64 per share and warrants to purchase 14,688,000 shares
of common stock exercisable at $11.50 per share;
|
|
·
|
4,037,000 shares of common stock reserved for future issuance pursuant to the Rimini Street, Inc. 2013 Equity Incentive
Plan as of December 31, 2020; and
|
|
·
|
5,000,000 shares of common stock reserved for future issuance pursuant to the Rimini Street, Inc. 2018 Employee Stock
Purchase Plan as of December 31, 2020.
|
Also excluded are approximately:
|
·
|
532,000 shares of common stock issued between January 1, 2021 and March 5,
2021 upon the exercise of outstanding stock options;
|
|
·
|
268,000 shares of common stock issued upon the vesting of restricted stock units as of March 5, 2021; and
|
|
·
|
14,610,400 shares of common stock issuable upon the conversion of our outstanding shares of Series A Preferred Stock as
of March 5, 2021.
|
DILUTION
If
you purchase shares of common stock in this offering, your ownership interest will be diluted to the extent of the difference between
the public offering price per share of common stock in this offering and the as adjusted net tangible book value per share of our
common stock after giving effect to this offering. Net tangible book value per share is determined by dividing the number of outstanding
shares of our common stock into our net tangible book value, which consists of total tangible assets (total assets less intangible
assets) less total liabilities. As of December 31, 2020, we had a historical net tangible book value of ($200.9 million),
or approximately ($2.63) per share of our common stock.
Purchasers
participating in this offering will incur immediate, substantial dilution. After giving effect to the sale of securities in
this offering at the public offering price of $7.75 per share, and after deducting estimated offering expenses payable by us,
our as adjusted net tangible book value per share of our common stock at December 31, 2020 would have been approximately
($145.2 million), or ($1.73) per share. This represents
an immediate increase in net tangible book value per share of our common stock of approximately
$0.90 per share to existing stockholders and an immediate dilution of approximately
($9.48) per share to purchasers in this offering. The following table illustrates this per
share dilution:
Public offering price per share
|
|
|
|
|
|
$
|
7.75
|
|
Net tangible book value per share as of December 31, 2020
|
|
$
|
(2.63
|
)
|
|
|
|
|
Increase per share attributable to this offering
|
|
$
|
0.90
|
|
|
|
|
|
As adjusted net tangible book value per share as of December 31, 2020
|
|
|
|
|
|
$
|
(1.73
|
)
|
Dilution in net tangible book value per share to new investors in this offering
|
|
|
|
|
|
$
|
(9.48
|
)
|
The
number of shares of our common stock outstanding is based on an aggregate of approximately 76,406,000 shares of our common stock
outstanding as of December 31, 2020 and excludes approximately:
|
·
|
7,007,000 shares of common stock issuable upon the exercise of outstanding options as of December 31, 2020, having a weighted
average exercise price of $5.24 per share;
|
|
·
|
3,322,000 shares of common stock issuable upon the vesting of restricted stock units as of December 31, 2020, having
a weighted average grant day fair value of $4.69 per share;
|
|
·
|
18,128,000 shares of common stock issuable upon the exercise of outstanding warrants as of December 31, 2020, including
warrants to purchase 3,440,000 shares of common stock exercisable at $5.64 per share and warrants to purchase 14,688,000 shares
of common stock exercisable at $11.50 per share;
|
|
·
|
4,037,000 shares of common stock reserved for future issuance pursuant to the Rimini Street, Inc. 2013 Equity Incentive
Plan as of December 31, 2020; and
|
|
·
|
5,000,000 shares of common stock reserved for future issuance pursuant to the Rimini Street, Inc. 2018 Employee Stock
Purchase Plan as of December 31, 2020.
|
Also excluded are approximately:
|
·
|
532,000 shares of common stock issued between January 1, 2021 and March 5, 2021 upon the
exercise of outstanding stock options;
|
|
·
|
268,000 shares of common stock issued upon the vesting of restricted stock units as of March 5, 2021; and
|
|
·
|
14,610,400 shares of common stock issuable upon the conversion of our outstanding shares of Series A Preferred
Stock as of March 5, 2021.
|
To the extent that any outstanding options or warrants are exercised,
our restricted stock units vest, new options are issued under our stock incentive plan or employee stock purchase plan, or we otherwise
issue additional shares of common stock in the future, at a price less than the public offering price, there will be further dilution
to new investors.
SELLING
STOCKHOLDERS
This prospectus supplement relates, among other things, to
the offering for resale by the selling stockholders of 1,162,500 shares of our common stock, only if the underwriter
exercises in full its option to purchase additional shares of our common stock from the selling stockholders.
The table below sets forth information with respect to the
beneficial ownership of the securities by the selling stockholders as of March 5, 2021, before and after giving effect
to this offering, as well as the number of securities that may be sold by the selling stockholders under this prospectus
supplement. Beneficial ownership as set forth in the table below is based on 77,205,341 shares of our common stock issued and
outstanding as of March 5, 2021. To our knowledge, the selling stockholders have sole voting and investment power as to
the shares shown, except as disclosed in this prospectus supplement.
All information in the table below with respect to the selling
stockholders has been derived from information provided to us by or on behalf of the selling stockholders. Information concerning
the selling stockholders may change from time to time.
|
|
Shares
Beneficially
Owned Prior to the
Offering
|
|
|
Shares to be Sold in the
Offering (Assuming the Underwriter Exercises Its Option to Purchase Additional Shares)
|
|
|
Shares Beneficially Owned After the
Offering (Assuming the Underwriter Exercises Its Option to Purchase Additional Shares)
|
|
Selling Stockholder
|
|
Number
|
|
|
Percent
|
|
|
Number
|
|
|
Number
|
|
|
Percent
|
|
GPIAC, LLC (1)
|
|
|
13,970,600
|
|
|
|
16.77
|
%
|
|
|
559,672
|
|
|
|
12,937,132
|
|
|
|
14.21
|
%
|
RMNI InvestCo, LLC (1)
|
|
|
13,970,600
|
|
|
|
16.77
|
%
|
|
|
473,796
|
|
|
|
12,937,132
|
|
|
|
14.21
|
%
|
Adams Street 2007 Direct Fund, L.P. (2)
|
|
|
25,759,865
|
|
|
|
32.50
|
%
|
|
|
41,426
|
|
|
|
25,630,833
|
|
|
|
29.45
|
%
|
Adams Street 2008 Direct Fund, L.P. (2)
|
|
|
25,759,865
|
|
|
|
32.50
|
%
|
|
|
46,695
|
|
|
|
25,630,833
|
|
|
|
29.45
|
%
|
Adams Street 2009 Direct Fund, L.P. (2)
|
|
|
25,759,865
|
|
|
|
32.50
|
%
|
|
|
40,911
|
|
|
|
25,630,833
|
|
|
|
29.45
|
%
|
(1) The sole member of each of GPIAC, LLC, a Cayman
Islands limited liability company, and RMNI InvestCo, LLC, a Cayman Islands limited liability company, is GPIC, Ltd, a
Bermuda limited liability company. GPIC, Ltd. is entitled to sole voting and investment power over the aggregate of
13,970,600 shares of our common stock held by GPIAC, LLC and RMNI InvestCo, LLC, including the aggregate of 6,118,100 shares
of our common stock that may be acquired by GPIAC, LLC and RMNI InvestCo, LLC within 60 days of the date hereof.
GPIC, Ltd. is controlled by GP Investments, Ltd. Accordingly, GP Investments, Ltd. may be deemed to share
beneficial ownership of our securities that are held by GPIAC, LLC and RMNI InvestCo, LLC. The business address of GP
Investments, Ltd and GPIC, Ltd. is 16 Burnaby Street, Hamilton, HM 11, Bermuda and the business address of GPIAC, LLC and
RMNI InvestCo, LLC is 4001 Kennett Pike, Suite 302, Wilmington, Delaware 19807.
(2) Adams Street
2007 Direct Fund, L.P., or AS 2007, is the record owner of 4,362,212 shares of common stock and 1,183 shares of Series A Preferred
Stock; Adams Street 2008 Direct Fund, L.P., or AS 2008, is the record owner of 5,119,825 shares of common stock and 2,045 shares
of Series A Preferred Stock; Adams Street 2009 Direct Fund, L.P., or AS 2009, is the record owner of 4,307,978 shares of common
stock and 1,790 shares of Series A Preferred Stock; Adams Street 2013 Direct Fund LP, or AS 2013, is the record owner of 1,313,301
shares of common stock; Adams Street 2014 Direct Fund LP, or AS 2014 is the record owner of 1,786,318 shares of common stock;
Adams Street 2015 Direct Venture/Growth Fund LP, or AS 2015 is the record owner of 1,371,200 shares of common stock; Adams Street
2016 Direct Venture/Growth Fund LP, or AS 2016 is the record owner of 1,353,906 shares of common stock, Adams Street Venture/Growth
Fund VI LP, or AS VG VI is the record owner of 3,982,079 shares of common stock, and Adams Street Rimini Aggregator LLC, or ASRA,
is the record owner of 300,514 shares of common stock and 15,006 shares of Series A Preferred Stock. The shares of common stock
beneficially owned by AS 2007, AS 2008, AS 2009, AS 2013, AS 2014, AS 2015, AS 2016, AS VG VI and ASRA may be deemed to be beneficially
owned by Adams Street Partners, LLC, the managing member of the general partner of AS 2007, 2008 and 2009 and the managing member
of the general partner of the general partner of AS 2013, AS 2014, AS 15, AS 16 and AS VG VI and the manager of ASRA. Thomas S.
Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin P. Murray and Fred Wang each of whom is a partner of Adams Street Partners,
LLC (or a subsidiary thereof) may be deemed to have shared voting and investment power over the shares. Adams Street Partners,
LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin P. Murray and Fred Wang disclaim beneficial ownership of the
shares except to the extent of their pecuniary interest therein. Robin Murray is a member of our board of directors. The business
address of the foregoing entities and individual is One North Wacker Drive, Suite 2200, Chicago, IL 60606.
Material Relationships with Selling Stockholders
Mr. Bonchristiano is an affiliate of the GP Selling Stockholder
and is a member of our Board. Mr. Murray is a partner of an affiliate of the ASP Selling Stockholders and a member of our Board.
In addition, in the ordinary course of business, we may recognize revenue for software support services provided to various entities
affiliated with the ASP Selling Stockholders and the GP Selling Stockholders. The GP Selling Stockholders and the ASP Selling Stockholders
have preemptive rights pursuant to a preemptive rights agreement allowing them to participate, and avoid dilution of their ownership
percentage, in connection with our sales of equity securities, subject to certain customary exceptions. The ASP Selling Stockholders,
the GP Selling Stockholders and certain of their respective affiliates also have certain registration rights pursuant to agreements with our company, as disclosed in accompanying prospectuses (including the documents incorporated by reference
therein). The ASP Selling Stockholders or their respective affiliates are the beneficial owners of Series A Preferred Stock and
related Convertible Notes, and are therefore subject to the terms of agreements with our company in respect of those securities,
including registration rights agreements, the Convertible Notes and the Security Agreement in respect of our company’s assets
collateralizing the amounts that may become payable pursuant to such Convertible Notes. The GP Selling Stockholders or their respective
affiliates are the beneficial owners of warrants of our company and are subject to agreements relating to such warrants, as disclosed
in accompanying prospectuses (including the documents incorporated by reference therein).
UNDERWRITING
We,
the selling stockholders and Craig-Hallum Capital Group LLC have entered into an underwriting agreement with
respect to the common stock being offered. Subject to the terms
and conditions of the underwriting agreement, we have agreed to sell to the underwriter,
and the underwriter has agreed to purchase, the respective number of shares of our common stock set forth opposite its
name below.
Underwriter
|
|
Number of Shares
|
|
Craig-Hallum Capital Group LLC
|
|
7,750,000
|
|
Total
|
|
7,750,000
|
|
The underwriting agreement provides that the obligation of the
underwriter to purchase the shares of common stock offered by this prospectus supplement and the accompanying prospectuses is
subject to certain conditions. The underwriter is obligated to purchase all of the shares of common stock offered hereby if any
of the shares are purchased.
The
underwriter may also purchase up to an additional 1,162,500 shares of common stock from the selling stockholders at the
public offering price, less the underwriting discount. The underwriter may exercise this option at any time, and from
time to time, in whole or in part, during the 30-day period after the date of this prospectus supplement.
Our common stock is listed on The Nasdaq Global Market under
the symbol “RMNI.”
Discount, Commissions and Expenses
The underwriter proposes to offer the shares of common stock
purchased pursuant to the underwriting agreement to the public at the public offering price set forth on the cover page of
this prospectus supplement and to certain dealers at that price less a concession not in excess of $0.22820 per
share. After this offering, the public offering price and concession may be changed by the underwriter. No such change shall change
the amount of proceeds to be received by us as set forth on the cover page of this prospectus supplement.
In connection with the sale of the common stock to be
purchased by the underwriter, the underwriter will be deemed to have received compensation in the form of underwriting
discount and commissions. The underwriter’s discount and commissions will be 4.90746% of the gross proceeds of this offering,
or $0.38033 per share of common stock, based on the public
offering price per share set forth on the cover page of this prospectus supplement.
We
have also agreed to reimburse Craig-Hallum Capital Group LLC at closing for expenses incurred by it in connection with
the offering up to a maximum of $150,000. In addition, we retained Roth Capital Partners, LLC, The Benchmark Company, LLC and
A.G.P./Alliance Global Partners as financial advisors in connection with this offering, for which we agreed to pay them
advisory fees of $400,000, $250,000 and $250,000, respectively.
We estimate that our total expenses of the offering, excluding
the estimated underwriting discounts and commissions, will be approximately $1,420,000, which includes the
fees and expenses for which we have agreed to reimburse the underwriter and a selling stockholder.
The following table shows the underwriting discount and commissions
payable to the underwriter by us and the selling stockholders in connection with this offering (assuming both the exercise and
non-exercise of the option to purchase additional shares of common stock that the selling stockholders have granted to the underwriter):
|
|
|
Per Share
|
|
|
|
Total
|
|
|
|
|
Without
Option
|
|
|
|
With
Option
|
|
|
|
Without
Option
|
|
|
|
With
Option
|
|
Public offering price (for shares sold by us)
|
|
$
|
7.75
|
|
|
$
|
7.75
|
|
|
$
|
60,062,500.00
|
|
|
$
|
60,062,500.00
|
|
Underwriting discount and commissions paid by us
|
|
$
|
0.38033
|
|
|
$
|
0.38033
|
|
|
$
|
2,947,557.50
|
|
|
$
|
2,947,557.50
|
|
Public offering price (for shares sold by the selling stockholders)
|
|
$
|
0
|
|
|
$
|
7.75
|
|
|
$
|
0
|
|
|
$
|
9,009,375.00
|
|
Underwriting discount and commissions paid by the selling stockholders
|
|
$
|
0
|
|
|
$
|
0.38033
|
|
|
$
|
0
|
|
|
$
|
442,133.63
|
|
Indemnification
Pursuant to the underwriting agreement, we and the selling stockholders
have agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities Act or to contribute
to payments that the underwriter or such other indemnified parties may be required to make in respect of those liabilities.
Lock-Up Agreements
We
have agreed not to (i) directly or indirectly, sell, offer to sell, contract to sell, grant any option for the sale, grant
any security interest in, pledge, hypothecate or otherwise dispose of or enter into any transaction which is designed to, or could
be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to delivery of our
common stock or securities convertible into, exchangeable, or exercisable for shares of our common stock (“Securities”)),
in cash settlement or otherwise, by us (collectively, a “Disposition”); (ii) engage in
any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of shares of
our common stock or other Securities during the Restricted Period, even if such shares of our common stock or other Securities
would be disposed of by a person or entity other than us; or (iii) file any registration statement with the SEC relating to
the offering of any shares of our common stock or other Securities, without the prior written consent of Craig-Hallum Capital
Group LLC for a period of 90 days following the date of this prospectus supplement. This consent may be given at any time
without public notice. These restrictions on future issuances are subject to exceptions for (i) the issuance of shares of
our common stock sold in this offering, (ii) the issuance of common stock or other Securities upon the exercise of any equity
awards issued pursuant to our equity incentive plans currently in effect, or the exercise of warrants or the conversion of convertible
securities issued by us that are currently outstanding, (iii) the grant of any equity awards by us to our employees, officers,
directors, advisors or consultants pursuant to our equity incentive plans currently in effect and (iv) the filing of a registration
statement on Form S-8 with the SEC in respect of any shares of common stock or other Securities issued under our equity incentive
plans currently in effect.
In
addition, each of our directors, executive officers and certain of our stockholders (namely, the GP Selling
Stockholders and the ASP Selling Stockholders) have entered into lock-up agreements with the underwriter. Under the lock-up agreements,
the directors and executive officers and such stockholders may not, except, in the case of the selling stockholders, pursuant
to their participation in this offering, (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell
any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,
or otherwise transfer or dispose of, directly or indirectly, or file (or participate in the filing of) a registration
statement with the SEC in respect of, any shares of common stock or any securities convertible into or exercisable or
exchangeable for shares of common stock (including without limitation, shares of common stock which may be deemed to be
beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and securities which may
be issued upon exercise of a stock option, warrant or unit or conversion of Series A Preferred Stock), (ii) enter
into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the
shares of common stock, whether any such transaction described in clause (i) or (ii) above is to be settled by
delivery of shares of common stock or such other securities, in cash or otherwise, (iii) make any demand for or exercise
any right with respect to, the registration of any shares of common stock or any security convertible into or exercisable or
exchangeable for shares of common stock, or (iv) publicly announce an intention to effect any transaction specified in
clauses (i), (ii) or (iii) above, without the prior written consent of Craig-Hallum Capital Group LLC, for a period
of 90 days from the date of this prospectus supplement. This consent may be given at any time without public notice. These
restrictions on future dispositions by our directors and executive officers in clauses (i) and (ii) above are
subject to exceptions for (i) transfers (1) as a bona fide gift or gifts, (2) by will or intestate succession
upon the death of such person or (3) to any trust for the direct or indirect benefit of such person or the immediate
family of such person, provided that in each case, the transferee agrees to be bound in writing to these restrictions and any
such transfer shall not involve a disposition for value, (ii) the acquisition or exercise of any restricted stock unit
or stock option issued pursuant to the our existing stock option plan, (iii) for applicable executive officers, the sale
shares of common stock in a sell-to-cover or similar transaction with a value equal to the approximate amount of taxes to be
withheld or payable upon vesting and/or settlement of any restricted stock units granted pursuant to our existing equity
incentive plan, (iv) the establishment of any contract, instruction or plan that satisfies all of the requirements of
Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (v) in the case
of a corporation, partnership (whether general, limited or otherwise), or limited liability company, transfers or
dispositions of shares of common stock or such other securities to any of its affiliates, or to any affiliated entity, all of
the beneficial ownership interests of which are held by such corporation, partnership or limited liability company, in a
transaction not involving a disposition for value or to any investment fund or other entity controlled or managed by such
corporation, partnership or limited liability company or under its common control, (vi) in the case of a corporation,
partnership (whether general, limited or otherwise), or limited liability company, distributions of shares of common stock or
such other securities to partners, members or other stockholders, (vii) in transactions relating to common stock or any securities convertible into or exercisable or exchangeable for shares of common
stock or other securities, in each case acquired in open market transactions after the completion of this offering or (viii) after the
consummation of this offering, pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made
to all holders of the common stock involving a change of control of our company that has been approved by the board of directors.
Electronic Distribution
This prospectus supplement and the accompanying prospectuses
may be made available in electronic format on websites or through other online services maintained by the underwriter or by its
affiliates. In those cases, prospective investors may view offering terms online and prospective investors may be allowed to place
orders online. Other than this prospectus supplement and the accompanying prospectuses in electronic format, the information on
the underwriter’s website or our website and any information contained in any other websites maintained by the underwriter
or by us is not part of this prospectus supplement, the accompanying prospectuses or the registration statements of which this
prospectus supplement and the accompanying prospectuses form a part, has not been approved and/or endorsed by us or the underwriter
in its capacity as underwriter, and should not be relied upon by investors.
Price Stabilization, Short Positions and Penalty Bids
In connection with the offering the underwriter may engage
in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M
under the Exchange Act:
|
·
|
Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified
maximum.
|
|
·
|
Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated
to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short
position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of
shares that they may purchase pursuant to their option to purchase additional shares. In a naked short position, the number of
shares involved is greater than the number of shares in their option to purchase additional shares. The underwriters may close
out any covered short position by either exercising their option to purchase additional shares and/or purchasing shares in the
open market.
|
|
·
|
Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed
in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters
will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which
they may purchase shares through their option to purchase additional shares. A naked short position occurs if the underwriters
sell more shares than could be covered by their option to purchase additional shares. This position can only be closed out by buying
shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could
be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase
in the offering.
|
|
·
|
Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the common stock originally
sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
|
These stabilizing transactions, syndicate covering transactions
and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding
a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that
might otherwise exist in the open market. These transactions may be discontinued at any time.
We, the selling stockholders and the underwriter do not make
any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have
on the price of our shares of common stock. In addition, we, the selling stockholders and the underwriter do not make any representation
that the underwriter will engage in these transactions or that any transaction, if commenced, will not be discontinued without
notice.
Offer Restrictions Outside the United States
Other than in the United States, no action has been taken by
us, the selling stockholders or the underwriter that would permit a public offering of the securities offered by this prospectus
in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or
sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer
and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in
compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes
are advised to inform themselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.
This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus
in any jurisdiction in which such an offer or a solicitation is unlawful.
Australia
This prospectus is not a disclosure document under Chapter 6D
of the Australian Corporations Act, has not been lodged with the Australian Securities and Investments Commission and does not
purport to include the information required of a disclosure document under Chapter 6D of the Australian Corporations Act. Accordingly,
(i) the offer of the securities under this prospectus is only made to persons to whom it is lawful to offer the securities
without disclosure under Chapter 6D of the Australian Corporations Act under one or more exemptions set out in section 708 of the
Australian Corporations Act, (ii) this prospectus is made available in Australia only to those persons as set forth in clause
(i) above, and (iii) the offeree must be sent a notice stating in substance that by accepting this offer, the offeree
represents that the offeree is such a person as set forth in clause (i) above, and, unless permitted under the Australian
Corporations Act, agrees not to sell or offer for sale within Australia any of the securities sold to the offeree within 12 months
after its transfer to the offeree under this prospectus.
Canada
The securities may be sold in Canada only to purchasers purchasing,
or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions
or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance
with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. Securities
legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this
prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages
are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province
or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province
or territory for particulars of these rights or consult with a legal advisor. Pursuant to section 3A.3 of National Instrument 33-105
Underwriting Conflicts (NI 33-105), the underwriter is not required to comply with the disclosure requirements of NI33-105 regarding
underwriter conflicts of interest in connection with this offering.
China
The information in this document does not constitute a public
offer of the securities, whether by way of sale or subscription, in the People’s Republic of China (excluding, for purposes
of this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan). The securities may
not be offered or sold directly or indirectly in the PRC to legal or natural persons other than directly to “qualified domestic
institutional investors.”
European Economic Area — Belgium, Germany, Luxembourg
and the Netherlands
In relation to each Member State of the European Economic Area
(each a “Relevant State”), no shares have been offered or will be offered pursuant to the offering to the public in
that Relevant State prior to the publication of a prospectus in relation to the shares which has been approved by the competent
authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority
in that Relevant State, all in accordance with the Prospectus Regulation, except that it may make an offer to the public in that
Relevant State of any shares at any time under the following exemptions under the Prospectus Regulation:
|
(a)
|
to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
|
|
(b)
|
to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject
to obtaining the prior consent of representatives for any such offer; or
|
|
(c)
|
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
|
provided that no such offer of the shares shall require the
Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus
pursuant to Article 23 of the Prospectus Regulation.
For the purposes of this provision, the expression an “offer
to the public” in relation to the shares in any Relevant State means the communication in any form and by any means of sufficient
information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe
for any shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
France
This document is not being distributed in the context of a public
offering of financial securities (offre au public de titres financiers) in France within the meaning of Article L.411-1 of
the French Monetary and Financial Code (Code monétaire et financier) and Articles 211-1 et seq. of the General Regulation
of the French Autorité des marchés financiers (“AMF”). The securities have not been offered or sold and
will not be offered or sold, directly or indirectly, to the public in France.
This document and any other offering material relating to the
securities have not been, and will not be, submitted to the AMF for approval in France and, accordingly, may not be distributed
or caused to distributed, directly or indirectly, to the public in France.
Such offers, sales and distributions have been and shall only
be made in France to (i) qualified investors (investisseurs qualifiés) acting for their own account, as defined in
and in accordance with Articles L.411-2-II-2 and D.411-1 to D.411-3, D. 744-1, D.754-1 and D.764-1 of the French Monetary and Financial
Code and any implementing regulation and/or (ii) a restricted number of non-qualified investors (cercle restreint d’investisseurs)
acting for their own account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-4, D.744-1, D.754-1 and
D.764-1 of the French Monetary and Financial Code and any implementing regulation.
Pursuant to Article 211-3 of the General Regulation of
the AMF, investors in France are informed that the securities cannot be distributed (directly or indirectly) to the public by the
investors otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Monetary
and Financial Code.
Hong Kong
The shares of common stock have not
been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional
investors” as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the “SFO”)
of Hong Kong and any rules made thereunder; or (b) in other circumstances which do not result in the document being a
“prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong)
(the “CO”) or which do not constitute an offer to the public within the meaning of the CO. No advertisement, invitation
or document relating to the shares of common stock has been or may be issued or has been or may be in the possession of any person
for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed
or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect
to shares of common stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional
investors” as defined in the SFO and any rules made thereunder.
Ireland
The information in this document does not constitute a prospectus
under any Irish laws or regulations and this document has not been filed with or approved by any Irish regulatory authority as
the information has not been prepared in the context of a public offering of securities in Ireland within the meaning of the Irish
Prospectus (Directive 2003/71/EC) Regulations 2005 (the “Prospectus Regulations”). The securities have not been offered
or sold, and will not be offered, sold or delivered directly or indirectly in Ireland by way of a public offering, except to (i) qualified
investors as defined in Regulation 2(l) of the Prospectus Regulations and (ii) fewer than 100 natural or legal persons
who are not qualified investors.
Israel
The securities offered by this prospectus have not been approved
or disapproved by the Israeli Securities Authority(“ISA”), nor have such securities been registered for sale in Israel.
The shares may not be offered or sold, directly or indirectly, to the public in Israel, absent the publication of a prospectus.
The ISA has not issued permits, approvals or licenses in connection with this offering or publishing the prospectus; nor has it
authenticated the details included herein, confirmed their reliability or completeness, or rendered an opinion as to the quality
of the securities being offered. Any resale in Israel, directly or indirectly, to the public of the securities offered by this
prospectus is subject to restrictions on transferability and must be effected only in compliance with the Israeli securities laws
and regulations.
Italy
The offering of the securities in the Republic of Italy has
not been authorized by the Italian Securities and Exchange Commission (Commissione Nazionale per le Società e la Borsa,
“CONSOB”) pursuant to the Italian securities legislation and, accordingly, no offering material relating to the securities
may be distributed in Italy and such securities may not be offered or sold in Italy in a public offer within the meaning of Article 1.1(t) of
Legislative Decree No. 58 of 24 February 1998 (“Decree No. 58”), other than:
|
·
|
to Italian qualified investors, as defined in Article 100 of Decree no. 58 by reference to Article 34-ter of CONSOB
Regulation no. 11971 of 14 May 1999 (“Regulation no. 1197l”) as amended (“Qualified Investors”); and
|
|
·
|
in other circumstances that are exempt from the rules on public offer pursuant to Article 100 of Decree No. 58
and Article 34-ter of Regulation No. 11971 as amended.
|
Any offer, sale or delivery of the securities or distribution
of any offer document relating to the securities in Italy (excluding placements where a Qualified Investor solicits an offer from
the issuer) under the paragraphs above must be:
|
·
|
made by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with
Legislative Decree No. 385 of 1 September 1993 (as amended), Decree No. 58, CONSOB Regulation No. 16190 of
29 October 2007 and any other applicable laws; and
|
|
·
|
in compliance with all relevant Italian securities, tax and exchange controls and any other applicable laws.
|
Any subsequent distribution of the securities in Italy must
be made in compliance with the public offer and prospectus requirement rules provided under Decree No. 58 and the Regulation
No. 11971 as amended, unless an exception from those rules applies. Failure to comply with such rules may result
in the sale of such securities being declared null and void and in the liability of the entity transferring the securities for
any damages suffered by the investors.
Japan
The securities have not been and will not be registered under
Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended (the “FIEL”)
pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional
Investors (as defined in and in accordance with Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder).
Accordingly, the securities may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident
of Japan other than Qualified Institutional Investors. Any Qualified Institutional Investor who acquires securities may not resell
them to any person in Japan that is not a Qualified Institutional Investor, and acquisition by any such person of securities is
conditional upon the execution of an agreement to that effect.
Portugal
This document is not being distributed in the context of a public
offer of financial securities (oferta pública de valores mobiliários) in Portugal, within the meaning of Article 109
of the Portuguese Securities Code (Código dos Valores Mobiliários). The securities have not been offered or sold
and will not be offered or sold, directly or indirectly, to the public in Portugal. This document and any other offering material
relating to the securities have not been, and will not be, submitted to the Portuguese Securities Market Commission (Comissăo
do Mercado de Valores Mobiliários) for approval in Portugal and, accordingly, may not be distributed or caused to be distributed,
directly or indirectly, to the public in Portugal, other than under circumstances that are deemed not to qualify as a public offer
under the Portuguese Securities Code. Such offers, sales and distributions of securities in Portugal are limited to persons who
are “qualified investors” (as defined in the Portuguese Securities Code). Only such investors may receive this document
and they may not distribute it or the information contained in it to any other person.
Sweden
This document has not been, and will not be, registered with
or approved by Finansinspektionen (the Swedish Financial Supervisory Authority). Accordingly, this document may not be made available,
nor may the securities be offered for sale in Sweden, other than under circumstances that are deemed not to require a prospectus
under the Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handel med finansiella instrument). Any offering
of securities in Sweden is limited to persons who are “qualified investors” (as defined in the Financial Instruments
Trading Act). Only such investors may receive this document and they may not distribute it or the information contained in it to
any other person.
Switzerland
The securities may not be publicly offered in Switzerland and
will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in
Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a
or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX
Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither
this document nor any other offering material relating to the securities may be publicly distributed or otherwise made publicly
available in Switzerland.
Neither this document nor any other offering material relating
to the securities have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will
not be filed with, and the offer of securities will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).
This document is personal to the recipient only and not for
general circulation in Switzerland.
United Arab Emirates
Neither this document nor the securities have been approved,
disapproved or passed on in any way by the Central Bank of the United Arab Emirates or any other governmental authority in the
United Arab Emirates, nor have we received authorization or licensing from the Central Bank of the United Arab Emirates or any
other governmental authority in the United Arab Emirates to market or sell the securities within the United Arab Emirates. This
document does not constitute and may not be used for the purpose of an offer or invitation. We may not render services relating
to the securities within the United Arab Emirates, including the receipt of applications and/or the allotment or redemption of
such shares.
No offer or invitation to subscribe for securities is valid
or permitted in the Dubai International Financial Centre.
United Kingdom
In relation to the United Kingdom, no shares have been offered
or will be offered pursuant to this offering to the public in the United Kingdom prior to the publication of a prospectus in relation
to the shares that either (i) has been approved by the Financial Conduct Authority, or (ii) is to be treated as if it
had been approved by the Financial Conduct Authority in accordance with the transitional provision in Regulation 74 of the Prospectus
(Amendment etc.) (EU Exit) Regulations 2019, except that offers of shares may be made to the public in the United Kingdom at any
time under the following exemptions under the UK Prospectus Regulation:
|
(a)
|
to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation;
|
|
(b)
|
to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus
Regulation), subject to obtaining the prior consent of representatives for any such offer; or
|
|
(c)
|
in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000 (the “FSMA”),
|
provided that no such offer of the shares shall require the
Issuer or any representative to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant
to Article 23 of the UK Prospectus Regulation.
For the purposes of this provision, the expression an “offer
to the public” in relation to the shares in the United Kingdom means the communication in any form and by any means of sufficient
information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe
for any shares and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018.
In addition, this prospectus is only being distributed to, and
is only directed at, and any investment or investment activity to which this prospectus relates is available only to, and will
be engaged in only with, persons who are outside the United Kingdom or persons in the United Kingdom (i) having professional
experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) who are high
net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred
to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this prospectus
and should not act or rely on it.
Legal
Matters
The validity of the securities being offered hereby will be
passed upon by Baker & McKenzie LLP, New York, NY. Certain legal matters in connection with this offering will be passed
upon for the underwriter by Ellenoff Grossman & Schole LLP, New York, NY.
Experts
The consolidated financial statements of Rimini Street, Inc.
as of December 31, 2020 and 2019, and for each of the years in the three-year period ended December 31, 2020, and management's
assessment of the effectiveness of internal control over financial reporting as of December 31, 2020, have been incorporated by
reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31,
2020 financial statements refers to a change in the method of accounting for leases as of January 1, 2019 due to the adoption
of Financial Accounting Standards Board’s Accounting Standards Codification (ASC) Topic 842, Leases.
Where
You Can Find More Information
This prospectus supplement constitutes a part of the registration
statements on Form S-3 that we have filed with the SEC under the Securities Act. As permitted by the SEC’s rules, this
prospectus supplement and any accompanying prospectuses, which form part of the registration statements, do not contain all of
the information that is included in the registration statements. You will find additional information about us in the registration
statements. Any statement made in this prospectus supplement or any accompanying prospectuses concerning legal documents are not
necessarily complete and you should read the documents that are filed as exhibits to the registration statements or otherwise filed
with the SEC for a more complete understanding of the document or matter.
We
are subject to the reporting requirements of the Exchange Act, and file annual, quarterly and current reports, proxy statements
and other information with the SEC. You can read our SEC filings, including the registration statements, over the Internet at the
SEC’s website at http://www.sec.gov. We also maintain a website at www.riministreet.com, at which you
may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished
to, the SEC. The information contained in, or that can be accessed through, our website is not part of this prospectus.
Incorporation
of Certain Information by Reference
The SEC’s rules allow us to “incorporate by
reference” information into this prospectus supplement, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part
of this prospectus supplement, and subsequent information that we file with the SEC will automatically update and supersede that
information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or
superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement modifies
or replaces that statement.
This prospectus supplement incorporates by reference the documents
set forth below that have previously been filed with the SEC:
All reports and other documents we subsequently file pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering but excluding any
information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus supplement
and deemed to be part of this prospectus supplement from the date of the filing of such reports and documents.
Any statement contained in this prospectus supplement or in
a document incorporated or deemed to be incorporated by reference into this prospectus supplement will be deemed to be modified
or superseded for purposes hereof to the extent that a statement contained in this prospectus supplement or any other subsequently
filed document that is deemed to be incorporated by reference into this prospectus supplement modifies or supersedes the statement.
Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus
supplement.
You may request a free copy of any of the documents incorporated
by reference in this prospectus supplement (other than exhibits, unless they are specifically incorporated by reference in the
documents) by writing or telephoning us at the following address:
Rimini Street, Inc.
3993 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169
(702) 839-9671
Exhibits to the filings will not be sent, however, unless those
exhibits have specifically been incorporated by reference in this prospectus supplement.
PROSPECTUS
$200,000,000
Rimini Street, Inc.
Common Stock
Preferred Stock
Warrants
From time to time, in one or more offerings,
we may offer and sell up to $200,000,000 of our (i) common stock, (ii) preferred stock and (iii) warrants, or any
combination of these securities. Specific terms of such sales will be provided in supplements to this prospectus. Any prospectus
supplements also will describe the specific manner in which these securities will be offered and may supplement, update or amend
information contained in this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in
connection with any of these offerings.
We may offer and sell these securities through
one or more underwriters, dealers and agents, or directly to investors, in amounts, at prices and on terms to be determined by
market conditions and other factors at the time of the offering. The securities may be sold by any means described in the section
of this prospectus entitled “Plan of Distribution” beginning on page 16 of this prospectus or by any means described
in any applicable prospectus supplement.
Any prospectus supplements and related free
writing prospectuses may add, update or change information contained in this prospectus. You should carefully read this prospectus
and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in our securities.
Our common stock is listed on the Nasdaq
Global Market (“Nasdaq”) under the symbol “RMNI”. On November 6, 2018, the last reported sale price
for our common stock as reported on Nasdaq was $6.83 per share. We are an “emerging growth company,” as defined
under the federal securities laws, and, as such, have elected to comply with certain reduced public company reporting requirements
for future filings.
Investing in our securities involves
a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our
securities in “Risk Factors” beginning on page 6 of this prospectus.
You should rely only on the information
contained in this prospectus or any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with
different information.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is November 21,
2018.
TABLE OF CONTENTS
You should read this prospectus, any applicable
prospectus supplement and the information incorporated by reference in this prospectus before making an investment in the securities
of Rimini Street, Inc. See the section titled “Where You Can Find Additional Information” for additional
information. You should rely only on the information contained in or incorporated by reference in this prospectus or a prospectus
supplement. We have not authorized anyone to provide you with different information. This document may be used only in jurisdictions
where offers and sales of these securities are permitted. You should assume that information contained in this prospectus, or in
any document incorporated by reference, is accurate only as of any date on the front cover of the applicable document. Our business,
financial condition, results of operations and prospects may have changed since that date.
The Rimini Street design logo and the Rimini
Street mark appearing in this prospectus are the property of Rimini Street, Inc. Trade names, trademarks and service marks
of other companies appearing in this prospectus are the property of their respective holders. We have omitted the ® and ™
designations, as applicable, for the trademarks used in this prospectus.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration
statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf”
registration process. Under this shelf registration process, we may, over time, offer and sell up to $200,000,000 in total initial
aggregate offering price of any combination of securities described in this prospectus, in one or more offerings and at prices
and on terms that we determine at the time of the offering.
This prospectus provides you with a general
description of the securities we may offer. Any accompanying prospectus supplement may add, update or change information contained
in this prospectus. If the information varies between this prospectus and any accompanying prospectus supplement, you should rely
on the information in the accompanying prospectus supplement. We may also authorize one or more free writing prospectuses to be
provided to you that may contain material information relating to these offerings. You should read both this prospectus and the
accompanying prospectus supplement and any free writing prospectus together with the additional information described under “Where
You Can Find Additional Information.” You should also carefully consider, among other things, the matters discussed in
the section entitled “Risk Factors” herein, the accompanying prospectus supplement and any related free writing
prospectus, and under similar headings in any other documents that are incorporated by reference into this prospectus, the accompanying
prospectus supplement and any related free writing prospectus.
This prospectus contains summaries of certain
provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information.
All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein
have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus
is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find Additional
Information.”
THIS PROSPECTUS MAY NOT BE USED
TO SELL ANY SECURITIES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT
You should rely only on the information
contained or incorporated by reference in this prospectus and any prospectus supplement. We have not authorized anyone to provide
you with any other information. If you receive any other information, you should not rely on it. No offer to sell these securities
is being made in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained
in this prospectus and, if applicable, any prospectus supplement or any document incorporated by reference in this prospectus or
any prospectus supplement, is accurate as of any date other than the date on the front cover of this prospectus or on the front
cover of the applicable prospectus supplement or documents or as specifically indicated in the document. Our business, financial
condition, results of operations and prospects may have changed since that date.
You should read both this prospectus and
any prospectus supplement together with the additional information described under the caption “Where You Can Find Additional
Information” in this prospectus. Unless expressly indicated or the context requires otherwise, the terms “Rimini,”
“Rimini Street,” “RMNI,” the “Company,” the “Registrant,” “we,” “us”
and “our” in this prospectus refer to the parent entity formerly named GP Investments Acquisition Corp., after giving
effect to the business combination, and as renamed Rimini Street, Inc., and where appropriate, our wholly-owned subsidiaries.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus includes forward-looking
statements. All statements other than statements of historical facts contained in this prospectus, including statements regarding
our future results of operations and financial position, business strategy and plans and our objectives for future operations,
are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “will,”
“would” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking
statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include,
but are not limited to, information concerning:
|
·
|
the evolution of the enterprise software support landscape
facing our customers and prospects;
|
|
·
|
our ability to educate the market regarding the advantages
of our enterprise software support services and products;
|
|
·
|
estimates of our total addressable market;
|
|
·
|
projections of customer savings;
|
|
·
|
our ability to maintain an adequate rate of revenue growth;
|
|
·
|
our expectations about future financial, operating and
cash flow results;
|
|
·
|
our business plan and our ability to effectively manage
our growth and associated investments;
|
|
·
|
beliefs and objectives for future operations;
|
|
·
|
our ability to expand our leadership position in independent
enterprise software support;
|
|
·
|
our ability to attract and retain customers;
|
|
·
|
our ability to further penetrate our existing customer
base;
|
|
·
|
our ability to maintain our competitive technological advantages
against others in our industry;
|
|
·
|
our ability to timely and effectively scale and adapt our
existing technology;
|
|
·
|
our ability to innovate new products and bring them to
market in a timely manner, including our recently announced salesforce.com offerings;
|
|
·
|
our ability to maintain, protect and enhance our brand
and intellectual property;
|
|
·
|
our ability to capitalize on changing market conditions
including a market shift to hybrid and cloud/SaaS offerings for information technology environments;
|
|
·
|
our ability to develop strategic partnerships;
|
|
·
|
benefits associated with the use of our services;
|
|
·
|
our ability to expand internationally;
|
|
·
|
our intent and ability to raise equity or debt financing
in the future;
|
|
·
|
the effects of increased competition in our market and
our ability to compete effectively;
|
|
·
|
our intentions with respect to our pricing model;
|
|
·
|
cost of revenues, including changes in costs associated
with production, manufacturing and customer support;
|
|
·
|
operating expenses, including changes in sales and marketing
and general administrative expenses;
|
|
·
|
anticipated income tax rates;
|
|
·
|
sufficiency of cash to meet cash needs for at least the
next 12 months, including quarterly cash dividends payable on our 13.00% Series A Redeemable Convertible Preferred Stock,
par value $0.0001 (the “Series A Preferred Stock”);
|
|
·
|
our ability to maintain our good standing with the United
States and international governments and capture new contracts;
|
|
·
|
costs associated with defending intellectual property infringement
and other litigation-related claims and our governmental inquiry, such as those claims discussed under the section titled “Business—Legal
Proceedings” in our 2017 Annual Report on Form 10-K, as filed with the SEC on March 15, 2018, and in Note
7 of our unaudited condensed consolidated financial statements included in Part I, Item 1 of our Quarterly Report on
Form 10-Q, as filed with the SEC on November 8, 2018;
|
|
·
|
the final amount and timing of any refunds from Oracle
related to our litigation;
|
|
·
|
our expectations concerning relationships with third parties,
including channel partners and logistics providers;
|
|
·
|
economic and industry trends or trend analysis;
|
|
·
|
the attraction and retention of qualified employees and
key personnel;
|
|
·
|
future acquisitions of or investments in complementary
companies, products, subscriptions or technologies;
|
|
·
|
the effects of seasonal trends on our results of operations;
and
|
|
·
|
other risks and uncertainties, including those set forth
under the caption “Risk Factors.”
|
We have based these forward-looking statements
largely on our current expectations and projections about future events and financial trends that we believe may affect our financial
condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial
needs. Moreover, we operate in a very competitive and rapidly changing market. New risks emerge from time to time. It is not possible
for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements
we may make. In light of these and other risks, uncertainties and assumptions, which are described in greater detail under the
caption “Risk Factors” herein, in any applicable prospectus supplement and in the documentation that are incorporated
herein, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ
materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking
statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements
are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected
in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for
the accuracy and completeness of the forward-looking statements. Except as required by law, we undertake no obligation to update
publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual
results or to changes in our expectations. You should read this prospectus, including the information incorporated by reference,
and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of
which this prospectus is a part with the understanding that our actual future results, levels of activity and performance, as well
as other events and circumstances, may be materially different from what we expect.
ABOUT RIMINI STREET, INC.
OVERVIEW
Rimini Street, Inc. is a global provider
of enterprise software support products and services, and the leading independent software support provider for Oracle and SAP
products, based on both the number of active clients supported and recognition by industry analyst firms. Recently, we announced
plans to support Software as a Service (SaaS) solutions beginning with Salesforce. As a partner of Salesforce, we plan to provide
our award-winning service and support for custom code, release updates and application integrations in addition to ongoing administrative,
configuration and enhancement of Salesforce’s industry leading cloud solutions.
We founded our company to disrupt and redefine
the enterprise software support market by developing and delivering innovative new products and services that fill a then unmet
need in the market. We believe we have achieved our leadership position in independent enterprise software support by recruiting
and hiring experienced, skilled and proven staff; delivering outcomes-based, value-driven and award-winning enterprise software
support products and services; seeking to provide an exceptional client-service, satisfaction and success experience; and continuously
innovating our unique products and services by leveraging our proprietary knowledge, tools, technology and processes.
Enterprise software support products and
services is one of the largest categories of overall global information technology (“IT”) spending. We believe core
enterprise resource planning (“ERP”), customer relationship management (“CRM”), product lifecycle management
(“PLM”) and technology software platforms have become increasingly important in the operation of mission-critical business
processes over the last 30 years, and also that the costs associated with failure, downtime, security exposure and maintaining
the tax, legal and regulatory compliance of these core software systems have also increased. As a result, we believe that licensees
often view software support as a mandatory cost of doing business, resulting in recurring and highly profitable revenue streams
for enterprise software vendors. For example, for fiscal year 2017, SAP reported that support revenue represented approximately
46% of its total revenue, and for fiscal year 2018 Oracle reported a margin for cloud services and license support of 86%.
We believe that software vendor support
is an increasingly costly model that has not evolved to offer licensees the responsiveness, quality, breadth of capabilities or
value needed to meet the needs of licensees. Organizations are under increasing pressure to reduce their IT costs while also delivering
improved business performance through the adoption and integration of emerging technologies, such as mobile, virtualization, internet
of things (“IoT”) and cloud computing. Today, however, the majority of IT budget is spent operating and maintaining
existing infrastructure and systems. As a result, we believe organizations are increasingly seeking ways to redirect budgets from
maintenance to new technology investments that provide greater strategic value, and our software products and services help clients
achieve these objectives by reducing the total cost of support.
As of September 30, 2018, we employed
approximately 1,090 professionals and supported over 1,730 active clients globally, including 81 Fortune 500 companies and 18 Fortune
Global 100 companies across a broad range of industries. We define an active client as a distinct entity, such as a company, an
educational or government institution, or a business unit of a company that purchases our services to support a specific product.
For example, we count as two separate active client instances in circumstances where we provide support for two different products
to the same entity.
Our subscription-based revenue provides
a strong foundation for, and visibility into, future period results. For the three months ended September 30, 2018 and 2017,
we generated revenue of $62.6 million and $53.6 million, respectively, representing a quarter-over-quarter increase of 17%. We
have a history of losses, and as of September 30, 2018, we had an accumulated deficit of $374.7 million. Approximately 64%
and 69% of our revenue was generated in the United States for the three months ended September 30, 2018 and 2017, respectively.
Approximately 36% and 31% of our revenue was generated in foreign jurisdictions for the three months ended September 30, 2018
and 2017, respectively.
CORPORATE INFORMATION
RSI was originally incorporated in the State
of Nevada in September 2005. On October 10, 2017, GPIA, deregistered as an exempted company in the Cayman Islands and
domesticated as a corporation incorporated under the laws of the State of Delaware (the “Domestication”) upon the filing
with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance with Section 388
of the Delaware General Corporation Law (the “DGCL”). Also on October 10, 2017, Let’s Go merged with and
into RSI, with RSI surviving the first merger, with the surviving corporation then merging with and into GPIA, with GPIA surviving
the second merger. On the effective date of the Domestication, each issued and outstanding
ordinary share, par value $0.0001 per share, of GPIA prior to the Domestication converted automatically by operation of law, on
a one-for-one basis, into shares of our common stock, par value $0.0001 per share, after the Domestication in Delaware. Immediately
after consummation of the second merger, GPIA was renamed “Rimini Street, Inc.”
Our principal executive offices are located
at 3993 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169, and our telephone number is (702) 839-9671.
Our website address is www.riministreet.com.
The information on, or that can be accessed through, our website is not part of this prospectus.
EMERGING GROWTH COMPANY STATUS
We are an emerging growth company as defined
in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). We will remain an emerging growth company until
the earliest to occur of: (i) the last day of the fiscal year in which we have more than $1.07 billion in annual revenues;
(ii) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities
held by non-affiliates; (iii) the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible
debt securities; and (iv) December 31, 2020 (the last day of the fiscal year ending after the fifth anniversary of our
initial public offering).
Section 107 of the JOBS Act provides
that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of
the Securities Act, for complying with new or revised accounting standards. In other words, an emerging growth company can delay
the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected
not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application
dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private
companies adopt the new or revised standard. This may make comparison of our financial statements with certain other public companies
difficult or impossible because of the potential differences in accounting standards used.
RISK FACTORS
Investing in our securities involves a high
degree of risk. Before making an investment decision, you should carefully consider the risks described in the sections entitled
“Risk Factors” in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q,
in each case as filed with the SEC, which are incorporated herein by reference in their entirety, as well any amendment or updates
to our risk factors reflected in subsequent filings with the SEC, which will be incorporated by reference in this prospectus and
any applicable prospectus supplement. Our business, financial condition or results of operations could be materially adversely
affected by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose all
or part of your investment. This prospectus, any applicable prospectus supplement and the incorporated documents also contain forward-looking
statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including the risks mentioned elsewhere in this prospectus. For more information, see
the section entitled “Where You Can Find Additional Information.”
USE OF PROCEEDS
Unless otherwise indicated in a prospectus
supplement, the net proceeds from the sale of the securities offered by us in this prospectus will be used for general corporate
purposes, including working capital, acquisitions and other business purposes. We may also invest the proceeds in certificates
of deposit, United States government securities, certain other interest-bearing securities or money market securities until the
proceeds are applied for specified purposes. If we decide to use the net proceeds from a particular offering for a specific purpose
other than as set forth above, we will describe that purpose in the applicable prospectus supplement.
DESCRIPTION OF SECURITIES
GENERAL
The following is a summary of the rights
of our securities and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws.
This summary does not purport to be complete and is qualified in its entirety by the provisions of our amended and restated certificate
of incorporation and amended and restated bylaws, copies of which have been filed as exhibits to the registration statement of
which this prospectus is a part.
We are a Delaware corporation. Our authorized
capital stock consists of 1,000,000,000 shares of common stock, par value $0.0001 per share, and 100,000,000 shares of preferred
stock, par value $0.0001 per share.
COMMON STOCK
As of November 1, 2018, we had issued
and outstanding 63,580,470 shares of common stock.
Dividend Rights
Subject to preferences that may apply to
any shares of preferred stock outstanding at the time, the holders of our common stock are entitled to receive dividends out of
funds legally available if our board of directors, in its discretion, determines to issue dividends and then only at the times
and in the amounts that our board of directors may determine.
Voting Rights
Holders of shares of our common stock shall
be entitled to cast one vote for each share held on all matters submitted to a vote of our stockholders. Holders of shares of our
common stock have no cumulative voting rights with respect to the election of directors. Our amended and restated certificate of
incorporation establishes a classified board of directors that is divided into three classes with staggered three-year terms. Only
the directors in one class will be subject to election by a plurality of votes cast at each annual meeting of our stockholders,
with the directors in the other classes continuing for the remainder of their respective three-year terms.
No Preemptive or Similar Rights
Our common stock is not entitled to preemptive
rights and is not subject to conversion, redemption or sinking fund provisions.
Right to Receive Liquidation Distributions
If we become subject to a liquidation, dissolution,
or winding-up, the assets legally available for distribution to our stockholders would be distributable ratably among the holders
of our common stock and, if any, the participating preferred stock outstanding at that time, after prior satisfaction of all outstanding
debt and liabilities and the preferential rights and payment of liquidation preferences on shares of our Series A Preferred
Stock in accordance with the certificate of designations filed on July 19, 2018 (the “CoD”) and the liquidation
preferences, if any, on any other outstanding series of preferred stock.
PREFERRED STOCK
Series A Preferred Stock
Pursuant to the CoD, we have designated
up to 180,000 shares of preferred stock, par value $0.0001 per share, as Series A Convertible Preferred Stock. As of November 1,
2018, we had issued and outstanding 140,846 shares designated as Series A Convertible Preferred Stock that are currently convertible
into 14,084,600 shares of our common stock, subject to issuance of PIK Dividends (as defined below). Under our certificate of incorporation,
our board of directors has the authority, without further action by stockholders, to designate one or more series of preferred
stock and to fix the voting powers, designations, preferences, limitations, restrictions and relative rights granted to or imposed
upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation
preference and sinking fund terms, any or all of which may be preferential to or greater than the rights of the common stock. There
are no other series of shares of our preferred stock currently issued or outstanding. The rights and restrictions granted or imposed
on the shares of the Series A Convertible Preferred Stock are described below.
Dividend Rights
Holders of shares of our Series A Preferred
Stock are entitled to a cash dividend of 10% per annum (the “Cash Dividend”), payable quarterly in cash in arrears.
In addition, holders of shares of our Series A Preferred Stock are entitled to a payment-in-kind dividend of 3% per annum
(the “PIK Dividend”), which capitalizes to additional shares of Series A Preferred Stock on a quarterly basis.
In the event the Series A Preferred Stock is not redeemed or converted to common stock prior to July 19, 2023, then all
dividends accruing on such Series A Preferred Stock thereafter will be payable in cash as accrued at a rate of 13% per annum.
The PIK Dividend and the Cash Dividend, as well as the dividends payable after July 19, 2023, together are referred to herein
as the “Dividends.” No dividends can be declared or paid on securities ranking junior to the Series A Preferred
Stock unless also paid (on a proportionate basis) to the holders of shares of our Series A Preferred Stock.
Voting Rights
Holders of shares of our Series A Preferred
Stock are entitled to vote with the common stock on an as-converted basis on all matters submitted to a vote of stockholders, except
as otherwise provided in the CoD or by applicable law. In addition to voting with the common stock, holders of shares of our Series A
Preferred Stock then outstanding shall approve certain other matters as set forth in the CoD.
No Preemptive Rights
Our Series A Preferred Stock is not
entitled to preemptive rights.
Right to Receive Liquidation Distributions
If we become subject to a liquidation, dissolution,
or winding-up, holders of shares of our Series A Preferred Stock are entitled to a liquidation preference in the amount of
the greater of (i) $1,000 (subject to appropriate adjustment in the event of a stock split, stock dividend, combination or
other similar recapitalization) plus accrued but unpaid Dividends (the “Liquidation Preference”), and (ii) the
per share amount of all cash, securities and other property to be distributed in respect of the common stock such holder would
have been entitled to receive had it converted such Series A Preferred Stock immediately prior to the date fixed for such
liquidation, dissolution or winding-up; provided that if any liquidation, dissolution or winding-up occurs prior to July 19,
2021, then the holders of our Series A Preferred Stock are entitled to receive the greater of (i) the Liquidation Preference
plus a make-whole premium that provides the holders with full yield maintenance as if the Series A Preferred Stock was held
until July 19, 2021, and (ii) the per share amount of all cash, securities and other property to be distributed in respect
of the common stock such holder would have been entitled to receive had it converted a number of shares of Series A Preferred
Stock equal to the original issue price for all such Series A Preferred Stock and the make-whole premium described in the
immediately preceding clause (i).
Conversion Rights
Each share of Series A Preferred Stock
is convertible at the option of the holder into shares of our common stock at a conversion price (the “Per Share Amount”)
equal to the quotient of the Liquidation Preference and (ii) $10.00 (subject to appropriate adjustment in the event of a stock
split, stock dividend, combination or other similar recapitalization); provided that if the conversion is elected by the holder
solely in connection with our optional redemption right on or before July 19, 2021, the number of shares into which the Series A
Preferred Stock is convertible, will be equal to (i) 1.0938 shares of Series A Preferred Stock (subject to appropriate
adjustment in the event of a stock split, stock dividend, combination or other similar recapitalization) plus (ii) the number
of shares of Series A Preferred Stock equal to (A) the aggregate amount of Cash Dividends that would have been paid up
to and including July 19, 2021 divided by (B) the Liquidation Preference, as of the date immediately prior to the date
fixed for such conversion.
After July 19, 2021, we have the right
to convert shares of Series A Preferred Stock into common stock, in the amount of shares of common stock as determined by
the Per Share Amount, if our common stock volume weighted average of the closing prices for at least 30 trading days of the last
45 consecutive trading days prior to such conversion is greater than $11.50 per share (the “Mandatory Conversion”).
A Mandatory Conversion may be done twice per calendar year upon the conditions set forth in this paragraph being met, and the number
of shares that may be issued in any Mandatory Conversion will be limited to the number of shares of common stock that has publicly
traded over the 60 consecutive trading days (less any other shares issued in a Mandatory Conversion during such time) prior to
the Mandatory Conversion.
Notwithstanding the foregoing, in no event
shall the conversion of all of the Series A Preferred Stock authorized in the CoD, in the aggregate, result in the issuance
of more than 28.5 million shares of common stock of the Company (subject to appropriate adjustment in the event of a stock split,
stock dividend, combination or other similar recapitalization), and if no Cash Dividends were actually paid by us, the Series A
Preferred Stock would be convertible into a maximum number of approximately 26.6 million shares of common stock through July 19,
2023. If Cash Dividends are paid fully in cash by us when due and all of the Series A Preferred Stock remains outstanding
on July 19, 2023, the Series A Preferred Stock would be convertible into a maximum number of 16,260,000 shares of common
stock.
Mandatory Redemption at Investor Election
The Series A Preferred Stock will become
mandatorily redeemable (the “Mandatory Redemption”) at the election of the holders of a majority of the Series A
Preferred Stock then outstanding on and after July 19, 2023 with 120 days’ notice to us (the “Mandatory Redemption
Date”) at a redemption price per share equal to the sum of (i) the Liquidation Preference per share plus (ii) an
amount per share equal to accrued but unpaid Dividends not previously added to the Liquidation Preference on such share of Series A
Preferred Stock from and including the immediately preceding dividend payment date to but excluding the Mandatory Redemption Date
(the “Redemption Amount”). At our option, we will also be permitted to pay the Redemption Amount in common stock at
a conversion price equal to the quotient of (i) the Redemption Amount, and (ii) our volume weighted average of the closing
prices for the last 60 consecutive trading days prior to the date of redemption (the “Stock Redemption”). We may only
effect the Stock Redemption (x) if applied to all holders of Series A Preferred Stock on a pro rata basis,
and (y) into an aggregate amount not to exceed the number of shares of common stock that has publicly traded over the 60 consecutive
trading days prior to the Mandatory Redemption Date, but in no event shall the number of shares of common stock issued in connection
with a Stock Redemption for all of the authorized Series A Preferred Stock exceed a maximum amount of 28,500,000 minus the
number of shares that have been issued upon any prior redemption or conversion of the Series A Preferred Stock. All excess
will be paid in cash as set forth above. In the event the Redemption Amount is not paid as set forth above on the Mandatory Redemption
Date, then such Redemption Amount shall be satisfied by the Convertible Notes, which Convertible Note shall have an aggregate principal
amount to the unpaid Redemption Amount.
In addition, upon the occurrence of certain
events as set forth in the CoD upon the reasonable determination of the holders of a majority of the shares of Series A Preferred
Stock then outstanding (the date of written notice by such holders, the “MAE Redemption Date”), then the amount that
would otherwise be payable if all then outstanding Series A Preferred Stock were immediately redeemed at the Redemption Amount
shall be satisfied pursuant to the terms of the Convertible Notes, which notes shall have an aggregate principal amount effective
on the MAE Redemption Date equal to the Redemption Amount.
Company Optional Redemption
Prior to July 19, 2021, on one or more
occasions, we have the right (but not the obligation) to redeem the Series A Preferred Stock in an amount equal to the sum
of three years of Dividends payable pursuant to the CoD minus the aggregate amount of Dividends actually paid and PIK Dividends
accrued by the Company, plus the Liquidation Preference per share of Series A Preferred Stock. Any such redemptions (i) will
be limited to an aggregate maximum of up to $80.0 million in aggregate during such three year period and (ii) (a) may
only fund such redemption with proceeds received by us from (x) a common stock issuance, or (y) any award resulting from
our pending legal proceedings, or (b) may make such redemptions using cash from operations provided that
we have a minimum of $75.0 million of cash and cash equivalents of ours and our subsidiaries in the United States after giving
effect to such redemption. After July 19, 2021, the we will have the right (but not the obligation) to redeem, in part or
in whole, the Series A Preferred Stock at a per share price equal to the Redemption Amount. Any optional redemption shall
be pro rata based on the number of shares of Series A Preferred Stock held by the Purchasers at the time
of redemption. Holders of shares of our Series A Preferred Stock may exercise their conversion rights prior to any optional
redemption.
Convertible Notes
In connection with the issuance of the Series A
Preferred Stock, we delivered a Convertible Note to each holder of shares of our Series A Preferred Stock to collateralize
amounts, if any, that may become payable by us pursuant to certain redemption provisions of the shares of Series A Preferred
Stock. No principal amount or interest will be outstanding under the Convertible Notes until a redemption event of the Series A
Preferred Stock, provided, in certain circumstances, that the Redemption Amount has not otherwise been paid by the Company. The
economic terms of the Convertible Notes are substantively similar to those of the Series A Preferred Stock. See the section
titled “PIPE Proposal—Promissory Notes” in our Proxy Statement on Schedule 14A, as filed with the SEC
on June 25, 2018 for more information related to Convertible Notes.
Description of Undesignated Preferred Stock
We may issue shares of our preferred stock
from time to time, in one or more series. Under our amended and restated certificate of incorporation, our board of directors is
authorized, without action by the stockholders, to designate and issue up to an aggregate of 100,000,000 shares of preferred stock
in one or more series. The board of directors can fix by resolution or resolutions the designations, powers, preferences and rights,
and the qualifications, limitations or restrictions thereof, of any wholly unissued series of preferred stock, including without
limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights,
rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of
any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing. Our
board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the
voting power or other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection
with possible future financings and acquisitions and other corporate purposes could, under certain circumstances, have the effect
of delaying or preventing a change in control of our company and might harm the market price of our common stock.
Our board of directors will make any determination
to issue such shares based on its judgment as to our best interests and the best interests of our stockholders.
If we issue preferred stock pursuant to
this prospectus, we will fix the rights, preferences, privileges, qualifications and restrictions of each series of such preferred
stock in the certificate of designations relating to that series. If we issue preferred stock pursuant to this prospectus, we will
incorporate by reference into the registration statement of which this prospectus is a part the form of any certificate of designations
that describes the terms of the series of preferred stock we are offering before the issuance of the related series of preferred
stock. We urge you to read the applicable prospectus supplement related to any series of preferred stock we may offer, as well
as the complete certificate of designations that contains the terms of the applicable series of preferred stock.
WARRANTS
Outstanding Warrants
As of the date of this prospectus, there
are outstanding an aggregate of 18,127,924 warrants to acquire our common stock, including (i) 6,062,500 warrants held by
GPIC, Ltd., a Bermuda company (the “Sponsor”) that were issued in a private placement in connection with GPIA’s
initial public offering (the “Sponsor Private Placement Warrants”), (ii) 8,625,000 warrants that were originally
issued by GPIA in its initial public offering (the “Public Warrants”), of which 52,100 are held by an affiliate of
the Sponsor and (iii) 3,440,424 warrants held by the CB Agent Services LLC (the “Origination Agent Warrants”).
Each of the units issued in GPIA’s initial public offering contained one-half of a warrant. Each warrant entitles the holder
thereof to purchase one share of our common stock. The Sponsor Private Placement Warrants and the Public Warrants are each exercisable
for one share of our common stock at $11.50 per share. The Origination Agent Warrants are each exercisable for one share of our
common stock at $5.64 per share.
The Sponsor Private
Placement Warrants are non-redeemable so long as they are held by their initial purchasers or their permitted transferees. If the
Sponsor Private Placement Warrants are held by holders other than their initial purchasers or their permitted transferees, they
will be redeemable by us and exercisable by the holders.
If a holder of Sponsor Private Placement
Warrants elects to exercise them on a cashless basis, it would pay the exercise price by surrendering its warrants for that number
of shares of our common stock equal to the quotient obtained by dividing (x) the product of the number of shares of our common
stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market
value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported
last sale price of our common stock for the 10 trading days ending on the third trading day prior to the date on which the notice
of warrant exercise is sent to the warrant agent.
Description of Warrants
The following description of the warrant
agreements summarizes certain general terms that will apply to the warrants that we may issue and not the warrants of the Company
that are currently outstanding. The description is not complete, and we refer you to the warrant agreements, which will be filed
with the SEC in connection with our offering of any warrants and will be available as described under the heading “Where
You Can Find Additional Information” in this prospectus, as well as the descriptions of any such warrants contained in
an applicable prospectus supplement.
We may issue warrants to purchase common
stock, preferred stock or other securities. We will issue warrants under one or more warrant agreements between us and a warrant
agent that we will name in the applicable prospectus supplement. The prospectus supplement relating to any warrants we are offering
will include specific terms relating to the offering, including a description of any other securities sold together with the warrants.
These terms will include some or all of the following:
|
·
|
the aggregate number of warrants offered;
|
|
·
|
the price or prices at which the warrants will be issued;
|
|
·
|
the currency or currencies, including composite currencies,
in which the prices of the warrants may be payable;
|
|
·
|
the designation, number and terms of the common stock,
preferred stock or other securities or rights, including rights to receive such securities;
|
|
·
|
payment in cash or securities based on the value, rate
or price of one or more specified commodities, currencies or indices, purchasable;
|
|
·
|
upon exercise of the warrants and procedures by which those
numbers may be adjusted;
|
|
·
|
the dates or periods during which the warrants are exercisable;
|
|
·
|
the designation and terms of any securities with which
the warrants are issued as a unit;
|
|
·
|
separately transferable;
|
|
·
|
if the exercise price is not payable in U.S. dollars, the
foreign currency, currency unit or composite currency in which the exercise price is denominated;
|
|
·
|
any minimum or maximum amount of warrants that may be exercised
at any one time;
|
|
·
|
any terms relating to the modification of the warrants;
and
|
|
·
|
any other terms of the warrants, including terms, procedures
and limitations relating to the transferability, exchange, exercise or redemption of the warrants.
|
Holders of warrants will not be entitled
to:
|
·
|
vote, consent or receive dividends;
|
|
·
|
receive notice as stockholders with respect to any meeting
of stockholders for the election of our directors or any other matter; or
|
|
·
|
exercise any rights as stockholders of the Company.
|
Each warrant that we may issue will entitle
its holder to purchase the principal amount of the number of shares of preferred stock or common stock at the exercise price set
forth in, or calculable as set forth in, the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus
supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that
we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants
will become void.
A holder of warrant certificates may exchange
them for new warrant certificates of different denominations, present them for registration of transfer and exercise them at the
corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement. Until any warrants
to purchase common stock or preferred stock are exercised, the holders of the warrants will not have any rights of holders of the
underlying common stock, preferred stock or other security.
UNITS
Each unit consists of one share of common
stock and one-half of one Public Warrant. Each whole Public Warrant entitles the holder thereof to purchase one share of our common
stock at a price of $11.50 per share, subject to certain adjustments. A warrantholder may exercise its warrants only for a whole
number of the company’s shares. This means that only a whole warrant may be exercised at any given time by a warrantholder.
As of November 1, 2018, 4,667 units
were still outstanding. Holders of units must elect to separate the underlying shares of our common stock and Public Warrants prior
to exercising their Public Warrants. If holders hold their units in an account at a brokerage firm or bank, holders must notify
their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder
holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, our transfer
agent, directly and instruct them to do so.
REGISTRATION RIGHTS
Warrant Consent and Conversion Agreement
Pursuant
to the Warrant Consent and Conversion Agreement, we agreed that we would use our best efforts to prepare and file with the SEC
a registration statement for the registration, under the Securities Act, of the offer and sale of all shares of our common stock
issued or issuable under the Origination Agent Warrants. Additionally, we agreed to use our best efforts to cause such registration
statement to become effective and maintain the effectiveness of such registration statement until the expiration of the Origination
Agent Warrants and cooperate with and otherwise permit any holder of the Origination Agent Warrants, at any time and from time
to time after effectiveness of such registration statement, to undertake sales of the securities covered thereby. If the holders
of the Origination Agent Warrants notify us that they desire to effect sales of shares of common stock issuable upon exercise of
the Origination Agent Warrants pursuant to such registration statement by means of an underwritten offering, we will cooperate
to the extent reasonably requested by such holders in such underwritten offering in customary fashion. Unless and until all of
the Origination Agent Warrants have been exercised and all the shares of common stock underlying the Origination Agent Warrants
have been sold by the holders, we shall continue to be obligated to comply with these registration obligations.
2015 Registration Rights Agreement
Shares held by the Sponsor and GPIA’s
former independent directors, the Sponsor Private Placement Warrants and the Public Warrants (and any shares of our common stock
issuable upon the exercise of the Sponsor Private Placement Warrants and the Public Warrants) are entitled to registration rights
pursuant to a registration rights agreement entered into as of May 19, 2015, among GPIA, the Sponsor, GPIAC, LLC and the other
parties thereto (the “2015 Registration Rights Agreement”). The holders of the majority of these securities are entitled
to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain
“piggyback” registration rights with respect to registration statements filed subsequent to the completion of the business
combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.
We will bear the expenses incurred in connection with the filing of any such registration statements. The
shares held by GPIA’s former independent directors are now eligible for sale under Rule 144 of the Securities Act.
2018 Registration Rights Agreement
The holders of our Series A Preferred
Stock are entitled to registration rights pursuant to a registration rights agreement entered into as of July 19, 2018, among
the Company and the investors parties thereto (the “2018 Registration Rights Agreement”). We are required to prepare
and file a registration statement and use our commercially reasonable efforts to cause such registration statement to be declared
effective under the Securities Act and to keep the registration statement continuously effective under the Securities Act, subject
to certain limitations. In addition, the holders have certain “piggyback” registration rights to require us to register
for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection
with the filing of any such registration statements.
Warrant Agreement
Pursuant to a warrant agreement entered
into on May 19, 2015, between GPIA and Continental Stock Transfer & Trust Company, as warrant agent, (the “GPIA
Warrant Agreement”) GPIA agreed to use its best efforts to file a registration statement with the SEC registering the Sponsor
Private Placement Warrants and resales of shares of common stock issuable upon the exercise of the Sponsor Private Placement Warrants
and the Public Warrants, in addition to certain other securities, as soon as practicable, but in no event later than 15 business
days after the closing of the initial business combination. GPIA agreed to use its best efforts to cause the same to become effective
and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration
of the warrants. If we fail to maintain an effective registration statement covering the shares of common stock issuable upon exercise
of the warrants, the holders of the warrants shall have the right to exercise such warrants on a “cashless basis,”
by exchanging the warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number
of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of our common
stock underlying the warrants, multiplied by the difference between the warrant price and the “Fair Market Value” (as
defined in the GPIA Warrant Agreement) by (y) the Fair Market Value.
Equity Commitment
In connection with the Sponsor’s equity
commitment in connection with the business combination, GPIA, the Sponsor and GPIAC, LLC agreed that the shares of common stock
issued to the Sponsor upon the funding of its equity commitment would be deemed “Registrable Securities” under the
Registration Rights Agreement.
Letter Agreement
In connection with the business combination,
GPIA, the Sponsor and GPIAC, LLC agreed, pursuant to a letter agreement entered into on October 3, 2017, that our common stock
issued to Cowen and Company, LLC (at a price of $10.00 per share) in settlement of certain fees owed to Cowen and Company, LLC
would be included in this prospectus pursuant to the GPIA Warrant Agreement.
Investors’ Rights Agreement
Certain of our stockholders are entitled
to rights with respect to the registration of their shares under the Securities Act. These registration rights are contained in
RSI’s amended and restated investors’ rights agreement (the “IRA”) dated as of October 31, 2016. The
registration rights set forth in the IRA expire upon the earlier of five years following the completion of an initial public offering
of RSI, or, with respect to any particular stockholder, when such stockholder is able to sell all of its shares entitled to registration
rights pursuant to Rule 144 of the Securities Act during any 90-day period.
ANTI-TAKEOVER EFFECTS OF DELAWARE LAW AND OUR AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS
Our amended and restated certificate of
incorporation and amended and restated bylaws contain provisions that could have the effect of delaying, deferring, or discouraging
another party from acquiring control of us. These provisions and certain provisions of Delaware law, which are summarized below,
could discourage takeovers, coercive or otherwise. These provisions are also designed, in part, to encourage persons seeking to
acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our
potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal
to acquire us.
Undesignated Preferred Stock. As
discussed above under “—Preferred Stock,” our board of directors has the ability to designate and issue
preferred stock with voting or other rights or preferences that could deter hostile takeovers or delay changes in our control or
management.
Series A Preferred Stock. As
discussed above under “—Preferred Stock,” certain holders of our Series A Preferred Stock and common
stock, acting together, have significant influence over all matters that require approval by our stockholders, including the election
of directors and approval of significant corporate transactions. This concentration of ownership might also have the effect of
delaying or preventing a change of control of our company that other stockholders may view as beneficial.
Limits on Ability of Stockholders to
Act by Written Consent or Call a Special Meeting. Our amended and restated certificate of incorporation provides that our stockholders
may not act by written consent. This limit on the ability of stockholders to act by written consent may lengthen the amount of
time required to take stockholder actions. As a result, the holders of a majority of our capital stock are not able to amend the
amended and restated bylaws or remove directors without holding a meeting of stockholders called in accordance with the amended
and restated bylaws.
In addition, our amended and restated bylaws
provide that special meetings of the stockholders may be called only by our board of directors, the chairperson of our board of
directors, our chief executive officer, our president or our secretary. A stockholder may not call a special meeting, which may
delay the ability of our stockholders to force consideration of a proposal or for holders controlling a majority of our capital
stock to take any action, including the removal of directors.
Requirements for Advance Notification
of Stockholder Nominations and Proposals. Our amended and restated bylaws contain advance notice procedures with respect to
stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction
of our board of directors or a committee of the board of directors. These advance notice procedures may have the effect of precluding
the conduct of certain business at a meeting if the proper procedures are not followed and may also discourage or deter a potential
acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempt to obtain control of
our company.
Board Classification. Our board of
directors is divided into three classes. The directors in each class serve for a three-year term, one class being elected each
year by our stockholders. This system of electing and removing directors may discourage a third party from making a tender offer
or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority
of the directors.
Choice of Forum. Our amended and
restated bylaws provides that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the
State of Delaware will be the exclusive forum for: (a) any derivative action or proceeding brought on our behalf; (b) any
action asserting a breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders;
(c) any action asserting a claim pursuant to any provision of the DGCL, our amended and restated certificate of incorporation
or our amended and restated bylaws; or (d) any action asserting a claim governed by the internal affairs doctrine.
Delaware Anti-Takeover Statute. We
are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. In general,
Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a “business
combination” with an “interested stockholder” (in each case as defined below) for a period of three years following
the date the person became an interested stockholder unless:
|
·
|
prior to the date of the transaction, our board of directors
approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
|
|
·
|
upon completion of the transaction that resulted in the
stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding but not
the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also
officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially
whether shares held subject to the plan will be tendered in a tender or exchange offer; or
|
|
·
|
at or subsequent to the date of the transaction, the business
combination is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written
consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.
|
Generally, a business combination includes
a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested
stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of
interested stockholder status, owned 15% or more of a corporation’s outstanding voting stock. We expect the existence of
this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance.
We also anticipate that Section 203 may discourage attempts that might result in a premium over the market price for the shares
of common stock held by stockholders.
The provisions of Delaware law and the provisions
of our amended and restated certificate of incorporation and amended and restated bylaws could have the effect of discouraging
others from attempting hostile takeovers and as a consequence, they might also inhibit temporary fluctuations in the market price
of our common stock that often result from actual or rumored hostile takeover attempts. These provisions might also have the effect
of preventing changes in our management. It is also possible that these provisions could make it more difficult to accomplish transactions
that stockholders might otherwise deem to be in their best interests.
TRANSFER AND WARRANT AGENT AND REGISTRAR
The transfer and warrant agent for our common
stock, preferred stock and warrants is Continental Stock Transfer & Trust Company, which is located at 1 State Street
Plaza, 30th Floor, New York, New York 10004, e-mail: cstmail@continentalstock.com.
EXCHANGE LISTING
Our common stock is listed on Nasdaq under
the symbol “RMNI.” Our publicly-traded warrants are quoted on the OTC Pink Current Information Marketplace (“OTC
Pink”) under the symbol “RMNIW” and our units are quoted on the OTC Pink under the symbol “RMNIU”.
PLAN OF DISTRIBUTION
We are registering common stock, preferred
stock and warrants with an aggregate offering price not to exceed $200,000,000, to be sold by us under a “shelf” registration
process.
If we offer securities under this prospectus,
we will amend or supplement this prospectus by means of an accompanying prospectus supplement setting forth the specific terms
and conditions and other information about that offering as is required or necessary.
We may sell the securities in any of the
following ways (or in any combination) from time to time:
|
·
|
to or through underwriters, brokers or dealers;
|
|
·
|
directly to one or more purchasers;
|
|
·
|
“at the market offerings” to or through market
makers or into an existing market for the securities;
|
|
·
|
ordinary brokerage transactions and transactions in which
the broker-dealer solicits purchasers;
|
|
·
|
block trades in which the broker-dealer will attempt to
sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
|
·
|
privately negotiated transactions;
|
|
·
|
short sales (including short sales “against the box”);
|
|
·
|
through the writing or settlement of standardized or over-the-counter
options or other hedging or derivative transactions, whether through an options exchange or otherwise;
|
|
·
|
by pledge to secure debts and other obligations;
|
|
·
|
in other ways not involving market makers or established
trading markets, including direct sales to purchasers or sales effected through agents;
|
|
·
|
a combination of any such methods of sale; and
|
|
·
|
any other method permitted pursuant to applicable law and
described in an applicable prospectus supplement.
|
The applicable prospectus supplement will
set forth the terms of the offering of such securities, including:
|
·
|
the name or names of any underwriters, dealers or agents
and the amounts of securities underwritten or purchased by each of them; and
|
|
·
|
the public offering price of the securities and the proceeds
to us and any discounts, commissions or concessions allowed or reallowed or paid to dealers.
|
Any public offering price and any discounts,
commissions or concessions allowed or reallowed or paid to dealers may be changed from time to time.
We may effect the distribution of the securities
from time to time in one or more transactions either:
|
·
|
at a fixed price or prices, which may be changed from time
to time;
|
|
·
|
at market prices prevailing at the time of sale;
|
|
·
|
at prices relating to the prevailing market prices;
or
|
Offers to purchase securities may be solicited
directly by us and the sale thereof may be made by us directly to institutional investors or others. In such a case, no underwriters
or agents would be involved. We may use electronic media, including the Internet, to sell offered securities directly.
If underwriters are used in the sale of
any securities, the securities will be acquired by the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at
the time of sale. The securities may be either offered to the public through underwriting syndicates represented by managing underwriters,
or directly by underwriters. Generally, the underwriters’ obligations to purchase the securities will be subject to certain
conditions precedent. Depending on the type of offering, the underwriters may be obligated to purchase all of the securities if
they purchase any of the securities (other than any securities purchased upon exercise of any over-allotment option). The underwriters
may receive compensation from us, for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters
may sell our common stock to or through dealers, and the dealers may receive compensation in the form of discounts, concessions
or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Such compensation
may be in excess of customary discounts, concessions or commissions.
We may offer the securities covered by this
prospectus into an existing trading market on the terms described in the prospectus supplement relating thereto. Underwriters,
dealers and agents who participate in any at-the-market offerings will be described in the prospectus supplement relating thereto.
To the extent that we make sales through one or more underwriters or agents in at-the-market offerings, we will do so pursuant
to the terms of a sales agency financing agreement or other at-the-market offering arrangement between us and the underwriters
or agents. If we engage in at-the-market sales pursuant to any such agreement, we will issue and sell the securities through one
or more underwriters or agents, which may act on an agency basis or on a principal basis. During the term of any such agreement,
we may sell our securities on a daily basis in exchange transactions or otherwise as we agree with the underwriters or agents.
The agreement will provide that any securities sold will be sold at prices related to the then-prevailing market prices for our
securities. Therefore, exact figures regarding proceeds that will be raised or commissions to be paid cannot be determined at this
time. Pursuant to the terms of the agreement, we also may agree to sell, and the relevant underwriters or agents may agree to solicit
offers to purchase, blocks of our securities. The terms of each such agreement will be set forth in more detail in the applicable
prospectus supplement.
We may sell the securities through agents
from time to time. The prospectus supplement will name any agent involved in the offer or sale of the securities and any commissions
paid to them. Generally, any agent will be acting on a best efforts basis for the period of its appointment.
If we utilize a dealer in the sale of the
securities in respect of which this prospectus is delivered, we may sell such securities to the dealer, as principal. The dealer
may then resell such securities to the public at varying prices to be determined by the dealer at the time of resale.
In effecting sales, broker-dealers or agents
engaged by us may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts,
or concessions from us in amounts to be negotiated immediately prior to the sale. Such compensation may be in excess of customary
discounts, concessions or commissions.
In connection with the sale of the securities
or otherwise, we may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the securities
covered by this prospectus in the course of hedging the positions they assume. We may also sell short the securities covered by
this prospectus and deliver the securities to close out short positions, or loan or pledge the securities covered by this prospectus
to broker-dealers that in turn may sell these securities. We may enter into option or other transactions with broker-dealers
that involve the delivery of the shares offered hereby to the broker-dealers, who may then resell or otherwise transfer those securities.
Any underwriter, broker-dealer, or agent
that participates in the distribution of the securities may be deemed to be an “underwriter” as defined in the Securities
Act. Any commissions paid or any discounts or concessions allowed to any such persons, and any profits they receive on resale of
the securities, may be deemed to be underwriting discounts and commissions under the Securities Act. We will identify any underwriters
or agents and describe their compensation in a prospectus supplement. Any compensation paid to underwriters, dealers or agents
in connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating
dealers will be provided in the applicable prospectus supplement.
The aggregate proceeds to us from the sale
of the any securities will be the purchase price of such securities less discounts and commissions, if any.
Underwriters or agents may purchase and
sell the securities in the open market. These transactions may include over-allotment, stabilizing transactions, syndicate covering
transactions and penalty bids. Over-allotment involves sales in excess of the offering size, which creates a short position. Stabilizing
transactions consist of bids or purchases for the purpose of preventing or retarding a decline in the market price of the securities
and are permitted so long as the stabilizing bids do not exceed a specified maximum. Syndicate covering transactions involve the
placing of any bid on behalf of the underwriting syndicate or the effecting of any purchase to reduce a short position created
in connection with the offering. The underwriters or agents also may impose a penalty bid, which permits them to reclaim selling
concessions allowed to syndicate members or certain dealers if they repurchase the securities in stabilizing or covering transactions.
These activities may stabilize, maintain or otherwise affect the market price of the securities, which may be higher than the price
that might otherwise prevail in the open market. These activities, if begun, may be discontinued at any time. These transactions
may be effected on any exchange on which the securities is traded, in the over-the-counter market or otherwise.
Agents, broker-dealers and underwriters
may be entitled to indemnification by us, against certain civil liabilities, including liabilities under the Securities Act, or
to contribution with respect to payments which the agents or underwriters may be required to make in respect thereof.
Agents, broker-dealers and underwriters
or their affiliates may engage in transactions with, or perform services for us in the ordinary course of business. We may also
use underwriters or other third parties with whom we have a material relationship. We will describe the nature of any such relationship
in the applicable prospectus supplement.
We are subject to the applicable provisions
of the Exchange Act and the rules and regulations under the Exchange Act, including Regulation M, which may limit the timing
of purchases and sales of any of the securities offered in this prospectus. The anti-manipulation rules under the Exchange
Act may apply to sales of securities in the market and to the actions of the Company and our affiliates.
In order to comply with the securities laws
of certain states, if applicable, the securities must be sold in such jurisdictions only through registered or licensed brokers
or dealers. In addition, in certain states the securities may not be sold unless it has been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
To the extent required, this prospectus
may be amended and/or supplemented from time to time to describe a specific plan of distribution. Instead of selling securities
under this prospectus, we may sell the securities offered pursuant to other available exemptions from the registration requirements
of the Securities Act.
LEGAL MATTERS
The validity of the securities offered hereby
has been passed upon for us by Gibson, Dunn & Crutcher LLP, Palo Alto, California. Additional legal matters may be passed
upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements of
Rimini Street, Inc. as of December 31, 2017 and 2016, and for each of the years in the three-year period ended December 31,
2017, have been incorporated by reference in this prospectus in reliance upon the report of KPMG LLP, independent registered public
accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
The rules and regulations of the SEC
allow us to omit from this prospectus certain information included in the registration statement. For further information about
us and the Securities, you should refer to the registration statement and the exhibits and schedules filed with the registration
statement. With respect to the statements contained in this prospectus regarding the contents of any agreement or any other document,
in each instance, the statement is qualified in all respects by the complete text of the agreement or document, a copy of which
has been filed as an exhibit to the registration statement.
We are subject to the informational reporting
requirements of the Exchange Act. We file reports, proxy statements and other information with the SEC under the Exchange Act.
Our SEC filings are available over the Internet at the SEC’s website at http://www.sec.gov. You may read and copy
any reports, statements and other information filed by us at the SEC’s Public Reference Room at 100 F Street, N.E., Room
1850, Washington, D.C. 20549, at prescribed rates. Please call 1-800-SEC-0330 for further information on the Public Reference Room. Our
website address is www.riministreet.com. The information on, or that can be accessed through, our website is not part of
this prospectus.
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
The SEC allows us to incorporate by reference
the information and reports we file with it, which means that we can disclose important information to you by referring you to
these documents. The information incorporated by reference is an important part of this prospectus, and information that we file
after the date hereof with the SEC will automatically update and supersede the information already incorporated by reference.
We are incorporating by reference the documents listed below, which we have already filed with the SEC, and any future filings
we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except as to any portion of any future
report or document that is not deemed filed under such provisions, after the date of this prospectus and prior to the termination
of this offering:
|
·
|
our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2018, filed on May 10, 2018, for the quarter ended June 30, 2018, filed on August 9, 2018,
and for the quarter ended September 30, 2018, filed on November 8, 2018;
|
|
·
|
Current Reports on Form 8-K filed with the SEC on
January 9, 2018, January 16, 2018, January 24, 2018, March 6, 2018, June 8, 2018, June 18, 2018,
June 25, 2018, July 12, 2018, July 19, 2018, August 15, 2018, August 23, 2018, September 13, 2018,
September 27, 2018 and November 9, 2018 (in each case, except for information contained therein which is furnished rather
than filed); and
|
Upon request, we will provide, without charge,
to each person, including any beneficial owner, to whom a copy of this prospectus is delivered a copy of the documents incorporated
by reference into this prospectus. You may request a copy of these filings, and any exhibits we have specifically incorporated
by reference as an exhibit in this prospectus, at no cost by writing or telephoning us at the following:
Rimini Street, Inc.
3993 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169
telephone number (702) 839-9671
You may also access these documents, free
of charge on the SEC’s website at www.sec.gov or on our website at www.investors.riministreet.com.
Information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information
on, or that can be accessed from, our website as part of this prospectus or any accompanying prospectus supplement.
This prospectus is part of a registration
statement we filed with the SEC. We have incorporated exhibits into this registration statement. You should read the exhibits carefully
for provisions that may be important to you.
We have not authorized anyone to provide
you with information other than what is incorporated by reference or provided in this prospectus or any prospectus supplement.
We are not making an offer of these securities in any state where such offer is not permitted. You should not assume that the information
in this prospectus or in the documents incorporated by reference is accurate as of any date other than the date on the front of
this prospectus or those documents.
Prospectus
45,374,480 Shares
6,062,500 Warrants
This prospectus covers the resale of an
aggregate of 45,374,480 shares of our common stock, $0.0001 par value per share (the “Common Stock”) and 6,062,500
outstanding warrants to purchase shares of Common Stock by the selling security holders identified in this prospectus (collectively
with any of the holders’ transferees, pledgees, donees or successors, the “selling securityholders”).
The 45,374,480 shares of Common Stock include:
(i) 10,986,556 shares of Common Stock
to be sold by selling securityholders named herein;
(ii) 8,625,000 shares of Common Stock issuable upon
exercise of certain warrants that were originally issued by GPIA in its initial public offering (the “Public Warrants”)
at $11.50 per share;
(iii) 6,062,500 shares of Common Stock issuable upon
exercise, which may be done on a cashless basis, of certain private placement warrants that were issued to GPIC, Ltd., a Bermuda
company (the “Sponsor”), in connection with GPIA’s initial public offering (the “Sponsor Private Placement
Warrants”) at $11.50 per share (including the initial issuance of such shares upon the exercise of such warrants and the
subsequent resale of all such shares by the selling securityholder named herein);
(iv) 3,440,424 shares of Common Stock issuable
upon exercise of certain warrants (the “Origination Agent Warrants”) issued to the CB Agent Services LLC (the “Origination
Agent”) at $5.64 per share (including the initial issuance of such shares upon the exercise of such warrants and the subsequent
resale of all such shares by the selling securityholder named herein); and
(v) up to 16,260,000 shares of Common Stock issuable
to the selling securityholders named herein upon the conversion of shares of our 13.00% Series A Redeemable Convertible Preferred
Stock, par value $0.0001 (the “Series A Preferred Stock”) issued upon the closing of the Private Placement or issuable
as payment-in-kind (“PIK”) dividends on such shares issued upon the closing of the Private Placement and related convertible
secured promissory notes issued upon the closing of the Private Placement (the “Convertible Notes”) into which all
outstanding Series A Preferred Stock may be converted in certain instances, in which case the equivalent number of shares of Common
Stock is issuable upon conversion of such Convertible Notes.
In this prospectus, we refer to the 45,374,480
shares of Common Stock and the 6,062,500 warrants collectively as the “Securities.”
We are registering the offer and sale of
the Securities to satisfy certain registration rights we have granted. We will not receive any of the proceeds from the sale of
the Securities by the selling securityholders. We will receive proceeds from the exercise of the Sponsor Private Placement Warrants,
the Public Warrants and the Origination Agent Warrants (collectively, the “Warrants”) in the event that the Warrants
are exercised for cash. We will pay certain expenses associated with registering the sales by the selling securityholders, as described
in more detail in the section titled “Use of Proceeds.”
The selling securityholders may sell the
Securities described in this prospectus in a number of different ways and at varying prices. We provide more information about
how the selling securityholders may sell their Securities in the section titled “Plan of Distribution.”
The selling securityholders may sell any,
all or none of the Securities and we do not know when or in what amount the selling securityholders may sell their Securities hereunder
following the effective date of this registration statement.
Our common stock is listed on the Nasdaq
Global Market (“Nasdaq”) under the symbol “RMNI” and the Public Warrants are quoted on the OTC Pink Current
Information Marketplace (“OTC Pink”) under the symbol “RMNIW”. On November 6, 2018, the last reported sale
price for our common stock as reported on Nasdaq was $6.83 per share and the last quoted sale price for the Public Warrants as
reported on OTC Pink was $0.85 per warrant.
We are an “emerging growth company,”
as defined under the federal securities laws, and, as such, have elected to comply with certain reduced public company reporting
requirements for future filings.
Investing in our securities involves
a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our
securities in “Risk Factors” beginning on page 8 of this prospectus.
You should rely only on the information
contained in this prospectus or any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with
different information.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is November 21,
2018.
TABLE OF CONTENTS
You should read this prospectus,
any applicable prospectus supplement and the information incorporated by reference in this prospectus before making an investment
in the securities of Rimini Street, Inc. See the section titled “Where You Can Find Additional Information”
for additional information. You should rely only on the information contained in or incorporated by reference in this prospectus
or a prospectus supplement. Neither we nor the selling securityholders have authorized anyone to provide you with different information.
This document may be used only in jurisdictions where offers and sales of these securities are permitted. You should assume that
information contained in this prospectus, or in any document incorporated by reference, is accurate only as of any date on the
front cover of the applicable document. Our business, financial condition, results of operations and prospects may have changed
since that date.
The Rimini Street design logo
and the Rimini Street mark appearing in this prospectus are the property of Rimini Street, Inc. Trade names, trademarks and service
marks of other companies appearing in this prospectus are the property of their respective holders. We have omitted the ® and
™ designations, as applicable, for the trademarks used in this prospectus.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration
statement that we filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as
amended (the “Securities Act”). Under the registration statement, the selling securityholders may, from time to time,
sell the offered Securities described in this prospectus. We will not receive any proceeds from the sale by such selling securityholders
of the offered Securities described in this prospectus. We will receive proceeds from the Warrants exercised in the event that
such Warrants are exercised for cash.
Additionally, we may provide a prospectus
supplement to add, update or change information contained in this prospectus.
This prospectus does not contain all of
the information included in the registration statement. We have omitted parts of the registration statement in accordance with
the rules and regulations of the SEC. For further information, we refer you to the registration statement on Form S-3 of
which this prospectus is a part, including its exhibits. Statements contained in this prospectus and any accompanying prospectus
supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC rules and
regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement
or document for a complete description of these matters.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus includes forward-looking
statements. All statements other than statements of historical facts contained in this prospectus, including statements regarding
our future results of operations and financial position, business strategy and plans and our objectives for future operations,
are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “will,”
“would” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking
statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include,
but are not limited to, information concerning:
|
·
|
the evolution of the enterprise software support landscape facing our customers and prospects;
|
|
·
|
our ability to educate the market regarding the advantages of our enterprise software support services and products;
|
|
·
|
estimates of our total addressable market;
|
|
·
|
projections of customer savings;
|
|
·
|
our ability to maintain an adequate rate of revenue growth;
|
|
·
|
our expectations about future financial, operating and cash flow results;
|
|
·
|
our business plan and our ability to effectively manage our growth and associated investments;
|
|
·
|
beliefs and objectives for future operations;
|
|
·
|
our ability to expand our leadership position in independent enterprise software support;
|
|
·
|
our ability to attract and retain customers;
|
|
·
|
our ability to further penetrate our existing customer base;
|
|
·
|
our ability to maintain our competitive technological advantages against others in our industry;
|
|
·
|
our ability to timely and effectively scale and adapt our existing technology;
|
|
·
|
our ability to innovate new products and bring them to market in a timely manner, including our recently announced salesforce.com
offerings;
|
|
·
|
our ability to maintain, protect and enhance our brand and intellectual property;
|
|
·
|
our ability to capitalize on changing market conditions including a market shift to hybrid and cloud/SaaS offerings for information
technology environments;
|
|
·
|
our ability to develop strategic partnerships;
|
|
·
|
benefits associated with the use of our services;
|
|
·
|
our ability to expand internationally;
|
|
·
|
our intent and ability to raise equity or debt financing in the future;
|
|
·
|
the effects of increased competition in our market and our ability to compete effectively;
|
|
·
|
our intentions with respect to our pricing model;
|
|
·
|
cost of revenues, including changes in costs associated with production, manufacturing and customer support;
|
|
·
|
operating expenses, including changes in sales and marketing and general administrative expenses;
|
|
·
|
anticipated income tax rates;
|
|
·
|
sufficiency of cash to meet cash needs for at least the next 12 months, including quarterly cash dividends payable on the Series
A Preferred Stock;
|
|
·
|
our ability to maintain our good standing with the United States and international governments and capture new contracts;
|
|
·
|
costs associated with defending intellectual property infringement and other litigation-related claims and our governmental
inquiry, such as those claims discussed under the section titled “Business—Legal Proceedings” in our 2017
Annual Report on Form 10-K, as filed with the SEC on March 15, 2018, and in Note 7 of our unaudited condensed consolidated financial
statements included in Part I, Item 1 of our Quarterly Report on Form 10-Q, as filed with the SEC on November 8, 2018;
|
|
·
|
the final amount and timing of any refunds from Oracle related to our litigation;
|
|
·
|
our expectations concerning relationships with third parties, including channel partners and logistics providers;
|
|
·
|
economic and industry trends or trend analysis;
|
|
·
|
the attraction and retention of qualified employees and key personnel;
|
|
·
|
future acquisitions of or investments in complementary companies, products, subscriptions or technologies;
|
|
·
|
the effects of seasonal trends on our results of operations; and
|
|
·
|
other risks and uncertainties, including those set forth under the caption “Risk Factors.”
|
We have based these forward-looking statements
largely on our current expectations and projections about future events and financial trends that we believe may affect our financial
condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial
needs. Moreover, we operate in a very competitive and rapidly changing market. New risks emerge from time to time. It is not possible
for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements
we may make. In light of these and other risks, uncertainties and assumptions, which are described in greater detail under the
caption “Risk Factors” herein and in any document incorporated by reference, the forward-looking events and
circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated
or implied in the forward-looking statements.
You should not rely upon forward-looking
statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements
are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected
in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for
the accuracy and completeness of the forward-looking statements. Except as required by law, we undertake no obligation to update
publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual
results or to changes in our expectations. You should read this prospectus, including the information incorporated by reference,
and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of
which this prospectus is a part with the understanding that our actual future results, levels of activity and performance, as well
as other events and circumstances, may be materially different from what we expect.
ABOUT RIMINI STREET, INC.
OVERVIEW
Rimini Street, Inc. is a global provider
of enterprise software support products and services, and the leading independent software support provider for Oracle and SAP
products, based on both the number of active clients supported and recognition by industry analyst firms. Recently, we announced
plans to support Software as a Service (SaaS) solutions beginning with Salesforce. As a partner of Salesforce, we plan to provide
our award-winning service and support for custom code, release updates and application integrations in addition to ongoing administrative,
configuration and enhancement of Salesforce’s industry leading cloud solutions.
We founded our company to disrupt and redefine
the enterprise software support market by developing and delivering innovative new products and services that fill a then unmet
need in the market. We believe we have achieved our leadership position in independent enterprise software support by recruiting
and hiring experienced, skilled and proven staff; delivering outcomes-based, value-driven and award-winning enterprise software
support products and services; seeking to provide an exceptional client-service, satisfaction and success experience; and continuously
innovating our unique products and services by leveraging our proprietary knowledge, tools, technology and processes.
Enterprise software support products and
services is one of the largest categories of overall global information technology (“IT”) spending. We believe core
enterprise resource planning (“ERP”), customer relationship management (“CRM”), product lifecycle management
(“PLM”) and technology software platforms have become increasingly important in the operation of mission-critical business
processes over the last 30 years, and also that the costs associated with failure, downtime, security exposure and maintaining
the tax, legal and regulatory compliance of these core software systems have also increased. As a result, we believe that licensees
often view software support as a mandatory cost of doing business, resulting in recurring and highly profitable revenue streams
for enterprise software vendors. For example, for fiscal year 2017, SAP reported that support revenue represented approximately
46% of its total revenue, and for fiscal year 2018 Oracle reported a margin for cloud services and license support of 86%.
We believe that software vendor support
is an increasingly costly model that has not evolved to offer licensees the responsiveness, quality, breadth of capabilities or
value needed to meet the needs of licensees. Organizations are under increasing pressure to reduce their IT costs while also delivering
improved business performance through the adoption and integration of emerging technologies, such as mobile, virtualization, internet
of things (“IoT”) and cloud computing. Today, however, the majority of IT budget is spent operating and maintaining
existing infrastructure and systems. As a result, we believe organizations are increasingly seeking ways to redirect budgets from
maintenance to new technology investments that provide greater strategic value, and our software products and services help clients
achieve these objectives by reducing the total cost of support.
As of September 30, 2018, we employed approximately
1,090 professionals and supported over 1,730 active clients globally, including 81 Fortune 500 companies and 18 Fortune Global
100 companies across a broad range of industries. We define an active client as a distinct entity, such as a company, an educational
or government institution, or a business unit of a company that purchases our services to support a specific product. For example,
we count as two separate active client instances in circumstances where we provide support for two different products to the same
entity.
Our subscription-based revenue
provides a strong foundation for, and visibility into, future period results. For the three months ended September 30, 2018 and
2017, we generated revenue of $62.6 million and $53.6 million, respectively, representing a quarter-over-quarter increase of 17%.
We have a history of losses, and as of September 30, 2018, we had an accumulated deficit of $374.7 million. Approximately 64% and
69% of our revenue was generated in the United States for the three months ended September 30, 2018 and 2017, respectively. Approximately
36% and 31% of our revenue was generated in foreign jurisdictions for the three months ended September 30, 2018 and 2017, respectively.
CORPORATE INFORMATION
RSI was originally incorporated
in the State of Nevada in September 2005. On October 10, 2017, GPIA, deregistered as an exempted company in the Cayman Islands
and domesticated as a corporation incorporated under the laws of the State of Delaware upon the filing with and acceptance by the
Secretary of State of Delaware of the certificate of domestication in accordance with Section 388 of the Delaware General
Corporation Law (the “DGCL”). Also on October 10, 2017, Let’s Go merged with and into RSI, with RSI surviving
the first merger, with the surviving corporation then merging with and into GPIA, with GPIA surviving the second merger. On
the effective date of the Domestication, each issued and outstanding ordinary share, par value $0.0001 per share, of GPIA prior
to the Domestication converted automatically by operation of law, on a one-for-one basis, into shares of our common stock, par
value $0.0001 per share, after the Domestication in Delaware. Immediately after consummation of the second merger, GPIA
was renamed “Rimini Street, Inc.”
Our principal executive offices
are located at 3993 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169, and our telephone number is (702) 839-9671.
Our website address is www.riministreet.com.
The information on, or that can be accessed through, our website is not part of this prospectus.
EMERGING GROWTH COMPANY STATUS
We are an emerging growth company
as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). We will remain an emerging growth company
until the earliest to occur of: (i) the last day of the fiscal year in which we have more than $1.07 billion in annual revenues;
(ii) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held
by non-affiliates; (iii) the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible debt securities;
and (iv) December 31, 2020 (the last day of the fiscal year ending after the fifth anniversary of our initial public offering).
Section 107 of the JOBS Act
provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act, for complying with new or revised accounting standards. In other words, an emerging growth company can delay
the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected
not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application
dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private
companies adopt the new or revised standard. This may make comparison of our financial statements with certain other public companies
difficult or impossible because of the potential differences in accounting standards used.
THE OFFERING
Shares of Common Stock Offered Hereunder
|
|
· 10,986,556 shares
of Common Stock held by the selling securityholders named herein
· 8,625,000
shares of Common Stock issuable upon exercise of the Public Warrants at $11.50 per share
· 6,062,500
shares of Common Stock issuable upon exercise of the Sponsor Private Placement Warrants at $11.50 per share. Upon exercise, which
may be done on a cashless basis, and issuance, such shares of common stock may be offered for sale by the Sponsor pursuant to this
prospectus
· 3,440,424
shares of Common Stock issuable upon exercise of the Origination Agent Warrants at $5.64 per share
· 16,260,000
shares of Common Stock issuable to the selling securityholders named herein upon the conversion of shares of our Series A Preferred
Stock or related Convertible Notes (which 16,260,000 shares consist of 14,000,000 shares issuable upon conversion of the Series
A Preferred Stock and conversion of an additional 2,260,000 shares potentially issuable as PIK dividends thereon)
|
|
|
|
Warrants Offered by the Selling Securityholders Hereunder
|
|
6,062,500 Sponsor Private Placement Warrants. Each Sponsor Private Placement Warrant currently is exercisable for one share of our common stock at a price of $11.50 per share.
|
|
|
|
Use of Proceeds
|
|
We will not receive any proceeds from the sale of our Securities offered by the selling securityholders under this prospectus. We would receive up to an aggregate of approximately $188,310,200 from the exercise of the Warrants assuming the exercise in full of all of the Warrants for cash. We expect to use the net proceeds from the exercise of the Warrants for general corporate purposes. See the section titled “Use of Proceeds.”
|
|
|
|
Common Stock Outstanding
|
|
63,580,470 shares (including 4,667 shares underlying our units)
prior to any exercise of Warrants and the issuance of shares issuable upon conversion of the Series A Preferred Stock and related
PIK dividends.
97,968,394 shares (including 4,667 shares underlying our units)
after giving effect to the exercise of all of the outstanding Warrants and the issuance of all shares issuable upon conversion
of the Series A Preferred Stock and related PIK dividends.
|
|
|
|
Risk Factors
|
|
See the section titled “Risk Factors” and other information included in this prospectus for a discussion of factors that you should consider carefully before deciding to invest in our common stock.
|
|
|
|
Nasdaq Symbol
|
|
“RMNI” for our common stock.
|
|
|
|
OTC Pink Symbols
|
|
“RMNIU” for our units and “RMNIW” for the Public Warrants.
|
The number of shares of common stock outstanding is based on
63,580,470 shares of common stock outstanding as of November 1, 2018 and excludes the following:
|
·
|
12,208,959 shares of our common stock issuable upon the exercise of options to purchase shares of our common stock outstanding
as of November 1, 2018, with a weighted-average exercise price of $3.78 per share;
|
|
·
|
18,127,924 shares of our common stock issuable upon the exercise of the Warrants outstanding as of November 1, 2018, with a
weighted-average exercise price of $10.39 per share;
|
|
·
|
184,135 shares of common stock underlying our unvested restricted stock units outstanding as of November 1, 2018;
|
|
·
|
3,080,171 shares of our common stock reserved for future issuance under our 2013 Equity Incentive Plan (the “2013 Plan”);
|
|
·
|
5,000,0000 shares of our common stock reserved for future issuance under our 2018 Employee Stock Purchase Plan; and
|
|
·
|
16,260,000 shares of our common stock reserved for future issuance upon conversion of our Series A Convertible Preferred Stock,
including shares issuable upon conversion of future paid-in-kind dividends through July 19, 2023.
|
Our 2013 Plan provides for annual automatic
increases in the number of shares of common stock reserved thereunder.
RISK FACTORS
Investing in our securities involves a high
degree of risk. Before making an investment decision, you should carefully consider the risks described in the sections entitled
“Risk Factors” in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, in each
case as filed with the SEC, which are incorporated herein by reference in their entirety, as well any amendment or updates to our
risk factors reflected in subsequent filings with the SEC, which will be incorporated by reference in this prospectus. Our business,
financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of
our securities could decline due to any of these risks, and you may lose all or part of your investment. This prospectus and the
incorporated documents also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ
materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned
elsewhere in this prospectus. For more information, see the section entitled “Where You Can Find Additional Information.”
USE OF PROCEEDS
All of the shares of Common Stock and the
Sponsor Private Placement Warrants offered by the selling securityholders pursuant to this prospectus will be sold by the selling
securityholders for their respective accounts. We will not receive any of the proceeds from the sale of the Securities hereunder.
We would receive up to an aggregate of approximately $188,310,200 from the exercise of the Warrants assuming the exercise in full
of all of the Warrants for cash. We expect to use any net proceeds from the exercise of the Warrants for general corporate purposes.
With respect to the registration of the
shares of our Common Stock issuable upon exercise of the Origination Agent Warrants, the selling securityholders will pay any underwriting
discounts and commissions incurred by them in disposing of such warrants. We will bear all other costs, fees and expenses incurred
in effecting the registration of the Securities covered by this prospectus, including, without limitation, all registration and
filing fees, Nasdaq listing fees, fees of our counsel and our independent registered public accountants, and expenses incurred
by the selling securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the selling securityholders
in disposing of the Securities.
With respect to the registration of all
other shares of Common Stock (including the shares of Common Stock issuable upon exercise of the Public Warrants and the Sponsor
Private Placement Warrants) and the Sponsor Private Placement Warrants offered by the selling securityholders pursuant to this
prospectus, the selling securityholders will pay any underwriting discounts and commissions and expenses incurred by them for brokerage,
accounting, tax or legal services or any other expenses incurred by them in disposing of such Securities. We will bear all other
costs, fees and expenses incurred in effecting the registration of the Securities covered by this prospectus, including, without
limitation, all registration and filing fees, Nasdaq listing fees, and fees of our counsel and our independent registered public
accountants.
SELLING SECURITYHOLDERS
The following table sets forth information
regarding beneficial ownership of our common stock as of November 1, 2018, as adjusted to reflect the Securities that may be sold
from time to time pursuant to this prospectus, for all selling securityholders.
The shares of Common Stock and warrants
offered hereunder include:
|
·
|
10,986,556 shares of Common Stock held by the selling securityholders named herein
|
|
·
|
8,625,000 shares of Common Stock issuable upon exercise the Public Warrants at $11.50 per share
|
|
·
|
6,062,500 shares of Common Stock issuable upon exercise of the Sponsor Private Placement Warrants at $11.50 per share. Upon
exercise and issuance, such shares of common stock may be offered for sale by the Sponsor pursuant to this prospectus
|
|
·
|
3,440,424 shares of Common Stock issuable upon exercise of the Origination Agent Warrants at $5.64 per share
|
|
·
|
16,260,000 shares of Common Stock issuable to the selling securityholders named herein upon the conversion of shares of our
Series A Preferred Stock or Convertible Notes (which 16,260,000 shares consist of 14,000,000 shares issuable upon conversion of
the Series A Preferred Stock and an additional 2,260,000 shares potentially issuable as PIK dividends thereon)
|
|
·
|
6,062,500 Sponsor Private Placement Warrants exercisable for one share of our common stock at a price of $11.50 per share
|
Note that the 8,625,000 shares of our common
stock issuable upon exercise of the Public Warrants are not included in the following table.
We have determined beneficial ownership
in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other
purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole
investment power with respect to all shares that they beneficially own, subject to community property laws where applicable.
We have based percentage ownership of our
common stock prior to this offering on 63,580,470 shares of our common stock outstanding as of November 1, 2018 unless otherwise
noted.
In computing the number of shares of our
common stock beneficially owned by a person and the percentage ownership of that person prior to the offering, we deemed outstanding
shares of our common stock issuable upon exercise of the Warrants, options or restricted stock units held by that person that are
currently exercisable or exercisable within 60 days of November 1, 2018 and issuable upon conversion of that particular person’s
Series A Preferred Stock and related PIK dividends.
In computing the number of shares of our
common stock beneficially owned by a person and the percentage ownership of that person after the offering, we deemed outstanding
shares of our common stock issuable upon exercise of the Warrants, options or restricted stock units held by that person that are
currently exercisable or exercisable within 60 days of November 1, 2018 and shares of our common stock issuable upon conversion
of all Series A Preferred Stock and related PIK dividends.
|
|
Shares Beneficially
Owned
Prior to the Offering(1)
|
|
|
Shares
Being
|
|
|
Warrants
Being
|
|
|
Shares Beneficially
Owned
After the Offering (2)
|
|
|
|
Shares
|
|
|
Percentage
|
|
|
Offered
|
|
|
Offered
|
|
|
Shares
|
|
|
Percentage
|
|
Selling Securityholder:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cowen Investments II LLC(3)
|
|
|
237,500
|
|
|
|
*
|
|
|
|
237,500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
*
|
|
CB Agent Services LLC(4)
|
|
|
3,440,424
|
|
|
|
5.13
|
|
|
|
3,440,424
|
|
|
|
-
|
|
|
|
-
|
|
|
|
*
|
|
GPIAC, LLC(5)
|
|
|
13,915,000
|
|
|
|
19.98
|
|
|
|
13,915,000
|
|
|
|
6,062,500
|
|
|
|
-
|
|
|
|
*
|
|
VPC Special Opportunities Fund III Onshore, L.P.(6)
|
|
|
3,888,917
|
|
|
|
5.81
|
|
|
|
3,888,917
|
|
|
|
-
|
|
|
|
-
|
|
|
|
*
|
|
Entities Affiliated with Adams Street Partners, LLC(7)
|
|
|
26,046,351
|
|
|
|
39.49
|
|
|
|
2,628,416
|
|
|
|
-
|
|
|
|
23,417,935
|
|
|
|
23.87
|
|
Radcliff River I LLC(8)
|
|
|
5,149,419
|
|
|
|
7.58
|
|
|
|
5,149,419
|
|
|
|
-
|
|
|
|
-
|
|
|
|
*
|
|
Entities Affiliated with Kingstown Partners Master Ltd.(9)
|
|
|
4,792,675
|
|
|
|
7.13
|
|
|
|
4,321,035
|
|
|
|
-
|
|
|
|
471,640
|
|
|
|
*
|
|
North Haven Credit Partners II, L.P.(10)
|
|
|
2,210,940
|
|
|
|
3.38
|
|
|
|
2,210,940
|
|
|
|
-
|
|
|
|
-
|
|
|
|
*
|
|
RS Tech Finance II LLC(11)
|
|
|
957,828
|
|
|
|
1.49
|
|
|
|
957,828
|
|
|
|
-
|
|
|
|
-
|
|
|
|
*
|
|
|
(*)
|
Represents beneficial ownership of less than 1%.
|
|
(1)
|
Percentage of beneficial ownership prior to the offering is calculated based on 63,580,470 shares
of our common stock outstanding as of November 1, 2018 plus (i) any outstanding shares of our common stock subject to Warrants,
options or restricted stock units held by that person that are currently exercisable or exercisable within 60 days of November
1, 2018, and (ii) the number of shares of our common stock issuable upon conversion of that person’s Series A Preferred Stock
and related PIK dividends, if any.
|
|
(2)
|
Percentage of beneficial ownership after the offering is calculated based on 63,580,470 shares
of our common stock outstanding as of November 1, 2018 plus (i) any outstanding shares of our common stock subject to options or
restricted stock units held by that person that are currently exercisable or exercisable within 60 days of November 1, 2018, (ii)
18,127,924 shares of our common stock issuable upon the exercise of all outstanding Warrants and (iii) 16,260,000 shares of our
common stock issuable upon conversion of all Series A Preferred Stock and related PIK dividends.
|
|
(3)
|
Consists of 237,500 shares of our common stock held by Cowen Investments
LLC. The business address of Cowen Investments LLC is 599 Lexington Ave, New York, NY 10022
|
|
(4)
|
Consists of 3,440,424 shares of our common stock subject to warrants exercisable within 60 days
of November 1, 2018. The business address of CB Agent Services LLC is 888 Seventh Avenue, 29th Floor, New York, NY 10016.
Colbeck Capital Management LLC, an associate of CB Agent Services LLC, is a Registered Investment Advisor.
|
|
(5)
|
GPIC, Ltd., an exempted company incorporated in Bermuda directly
controlled by GP Investments, Ltd., is the managing member of GPIAC, LLC, a Delaware limited liability company, and RMNI InvestCo,
LLC, a Delaware limited liability company. GPIC, Ltd. is entitled to voting and investment power over the 13,915,000 shares
of our common stock beneficially owned by GPIAC, LLC, RMNI InvestCo, LLC and GPIC, Ltd., including 6,062,500 shares of our common
stock that may be acquired by GPIC, Ltd. within 60 days of November 1, 2018. The business address of GPIAC, LLC and RMNI InvestCo,
LLC is 4001 Kennett Pike, Suite 302, Wilmington, DE 19807. The business address of GP Investments, Ltd and GPIC, Ltd. is 129 Front
Street HM12, Suite 4, Penthouse, Hamilton, Bermuda. Information regarding this beneficial owner is furnished in reliance upon its
Schedule 13D/A filed with the SEC on July 20, 2018 (as amended, the “Schedule 13D”). The Schedule 13D was filed
by GPIAC, LLC on behalf of itself and on behalf of RMNI InvestCo, LLC, GP Investments, Ltd. and GPIC, Ltd. as reporting persons
pursuant to a joint filing agreement.
|
|
(6)
|
Consists of (i) 588,021 shares of our common stock and (ii) up to 3,300,896 shares of our
common stock issuable upon conversion of 28,421 shares of Series A Preferred Stock or issuable as PIK dividends on such
shares. Victory Park Capital Advisors, LLC is the investment manager of VPC Special Opportunities Fund III Onshore, L.P.
Jacob Capital, L.L.C. is the manager of Victory Park Capital Advisors, LLC. Richard Levy is the sole member of Jacob
Capital, L.L.C. The business address for all entities
identified in this footnote is 150 North Riverside Plaza, Suite 5200, Chicago, IL 60606.
|
|
(7)
|
Consists of (i) 4,360,765 shares of common stock held by Adams Street 2007 Direct Fund, L.P., (ii)
up to 196,165 shares of common stock issuable upon conversion of 1,689 shares of Series A Preferred Stock held by Adams Street
2007 Direct Fund, L.P. or issuable as PIK dividends on such shares, (iii) 4,915,325, shares of common stock held by Adams Street
2008 Direct Fund, L.P., (iv) up to 221,252 shares of common stock issuable upon conversion of 1,905 shares of Series A Preferred
Stock held by Adams Street 2008 Direct Fund, L.P. or issuable as PIK dividends on such shares, (v) 4,306,549 shares of common stock
held by Adams Street 2009 Direct Fund, L.P., (vi) up to 193,726 shares of common stock issuable upon conversion of 1,668 shares
of Series A Preferred Stock held by Adams Street 2009 Direct Fund, L.P. or issuable as PIK dividends on such shares, (vii) 1,313,301
shares of common stock held by Adams Street 2013 Direct Fund LP, (viii) 1,786,318 shares of common stock held by Adams Street 2014
Direct Fund LP, (ix) 1,371,200 shares of common stock held by Adams Street 2015 Direct Venture/Growth Fund LP, (x) 1,353,906 shares
of common stock held by Adams Street 2016 Direct Venture/Growth Fund LP, (xi) 3,982,079 shares of common stock held by Adams Street
Venture/Growth Fund VI LP, (xii) 288,559 shares of common stock held by Adams Street Rimini Aggregator LLC, (xiii) up to 1,619,845
shares of common stock issuable upon conversion of 13,947 shares of Series A Preferred Stock held by Adams Street Rimini Aggregator
LLC or issuable as PIK dividends on such shares, and (xiv) 137,361 shares of our common stock issuable upon exercise of options
exercisable within 60 days of November 1, 2018 held by Robin Murray, a partner of Adams Street Partners, LLC (or a subsidiary thereof)
and a member of our board of directors. Adams Street Partners, LLC is the manager of Adams Street Rimini Aggregator LLC and the
managing member of the general partner or the managing member of the general partner of the general partner of each of the other
entities listed above and may be deemed to beneficially own the shares held by them. Thomas S. Bremner, Jeffrey T. Diehl, Elisha
P. Gould, Robin Murray, Fred Wang, Michael R. Zappert, David Brett, Sachin Tulyani and Craig D. Waslin each of whom is a partner
of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares
listed herein. Robin Murray is a member of our board of directors. Information regarding this beneficial owner is based in part
on information provided to the Company by the stockholders and disclosed in a Schedule 13D/A filed on July 23, 2018. The business
address of the foregoing entities and individual is One North Wacker Drive, Suite 2200, Chicago, IL 60606.
|
|
(8)
|
Consists of (i) 778,615 shares of our common stock and (ii) up to 4,370,804 shares of our common
stock issuable upon conversion of 37,633 shares of Series A Preferred Stock or issuable as PIK dividends on such shares. The business
address of Radcliff River I LLC is 347 Bowery, 2nd Floor, New York, NY 10003.
|
|
(9)
|
Consists of (i) 585,346 shares of common stock held by Kingstown Partners Master Ltd., (ii) up
to 1,949,342 shares of common stock issuable upon conversion of 16,784 shares of Series A Preferred Stock held by Kingstown Partners
Master Ltd. or issuable as PIK dividends on such shares, (iii) 211,451 shares of common stock held by Kingstown Partners II, L.P.,
(iv) up to 673,280 shares of common stock issuable upon conversion of 5,797 shares of Series A Preferred Stock held by Kingstown
Partners II, L.P. or issuable as PIK dividends on such shares, (v) 200,057 shares of common stock held by Ktown, LP, (vi) up to
637,508 shares of common stock issuable upon conversion of 5,489 shares of Series A Preferred Stock held by Ktown, LP or issuable
as PIK dividends on such shares, (vii) 128,146 shares of common stock held by Kingfishers LP, and (viii) up to 407,545 shares of
common stock issuable upon conversion of 3,509 shares of Series A Preferred Stock held by Kingfishers LP or issuable as PIK dividends
on such shares. The business address of Kingstown Partners Master Ltd., Kingstown Partners II, L.P., Ktown, LP, and Kingfishers
LP is 34 East 51st Street, 5th Floor, New York, NY 10022.
|
|
(10)
|
Consists of (i) 334,304 shares of our common stock and (ii) up to 1,876,636 shares of our common
stock issuable upon conversion of 16,158 shares of Series A Preferred Stock or issuable as PIK dividends on such shares. The business
address of North Haven Credit Partners II, L.P. is 1585 Broadway, 39th Floor, New York, NY 10036.
|
|
(11)
|
Consists of (i) 144,828 shares of our common stock and (ii) up to 813,000 shares of our common
stock issuable upon conversion of 7,000 shares of Series A Preferred Stock or issuable as PIK dividends on such shares. The business
address of RS Tech Finance II LLC is 675 Berkmar Court, Charlottesville, VA 22901.
|
DESCRIPTION OF SECURITIES
GENERAL
The following is a summary of the rights
of our securities and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws.
This summary does not purport to be complete and is qualified in its entirety by the provisions of our amended and restated certificate
of incorporation and amended and restated bylaws, copies of which have been filed as exhibits to the registration statement of
which this prospectus is a part.
We are a Delaware corporation. Our authorized
capital stock consists of 1,000,000,000 shares of common stock, par value $0.0001 per share, and 100,000,000 shares of preferred
stock, par value $0.0001 per share.
COMMON STOCK
As of November 1, 2018, we had issued and
outstanding 63,580,470 shares of common stock.
Dividend Rights
Subject to preferences that may apply to
any shares of preferred stock outstanding at the time, the holders of our common stock are entitled to receive dividends out of
funds legally available if our board of directors, in its discretion, determines to issue dividends and then only at the times
and in the amounts that our board of directors may determine.
Voting Rights
Holders of shares of our common stock shall
be entitled to cast one vote for each share held on all matters submitted to a vote of our stockholders. Holders of shares of our
common stock have no cumulative voting rights with respect to the election of directors. Our amended and restated certificate of
incorporation establishes a classified board of directors that is divided into three classes with staggered three-year terms. Only
the directors in one class will be subject to election by a plurality of votes cast at each annual meeting of our stockholders,
with the directors in the other classes continuing for the remainder of their respective three-year terms.
No Preemptive or Similar Rights
Our common stock is not entitled to preemptive
rights and is not subject to conversion, redemption or sinking fund provisions.
Right to Receive Liquidation Distributions
If we become subject to a liquidation, dissolution,
or winding-up, the assets legally available for distribution to our stockholders would be distributable ratably among the holders
of our common stock and, if any, the participating preferred stock outstanding at that time, after prior satisfaction of all outstanding
debt and liabilities and the preferential rights and payment of liquidation preferences on shares of our Series A Preferred Stock
in accordance with the certificate of designations filed on July 19, 2018 (the “CoD”) and the liquidation preferences,
if any, on any other outstanding series of preferred stock.
PREFERRED STOCK
Pursuant to the CoD, we have designated
up to 180,000 shares of preferred stock, par value $0.0001 per share, as Series A Convertible Preferred Stock. As of November 1,
2018, we had issued and outstanding 140,846 shares designated as Series A Convertible Preferred Stock that are currently convertible
into 14,084,600 shares of our common stock, subject to issuance of PIK Dividends (as defined below). Under our certificate of incorporation,
our board of directors has the authority, without further action by stockholders, to designate one or more series of preferred
stock and to fix the voting powers, designations, preferences, limitations, restrictions and relative rights granted to or imposed
upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation
preference and sinking fund terms, any or all of which may be preferential to or greater than the rights of the common stock. There
are no other series of shares of our preferred stock currently issued or outstanding. The rights and restrictions granted or imposed
on the shares of the Series A Convertible Preferred Stock are described below.
Dividend Rights
Holders of shares of our Series A Preferred
Stock are entitled to a cash dividend of 10% per annum (the “Cash Dividend”), payable quarterly in cash in arrears.
In addition, holders of shares of our Series A Preferred Stock are entitled to a payment-in-kind dividend of 3% per annum (the
“PIK Dividend”), which capitalizes to additional shares of Series A Preferred Stock on a quarterly basis. In the event
the Series A Preferred Stock is not redeemed or converted to common stock prior to July 19, 2023, then all dividends accruing on
such Series A Preferred Stock thereafter will be payable in cash as accrued at a rate of 13% per annum. The PIK Dividend and the
Cash Dividend, as well as the dividends payable after July 19, 2023, together are referred to herein as the “Dividends.”
No dividends can be declared or paid on securities ranking junior to the Series A Preferred Stock unless also paid (on a proportionate
basis) to the holders of shares of our Series A Preferred Stock.
Voting Rights
Holders of shares of our Series A Preferred
Stock are entitled to vote with the common stock on an as-converted basis on all matters submitted to a vote of stockholders, except
as otherwise provided in the CoD or by applicable law. In addition to voting with the common stock, holders of shares of our Series
A Preferred Stock then outstanding shall approve certain other matters as set forth in the CoD.
No Preemptive Rights
Our Series A Preferred Stock is not entitled
to preemptive rights.
Right to Receive Liquidation Distributions
If we become subject to a liquidation, dissolution,
or winding-up, holders of shares of our Series A Preferred Stock are entitled to a liquidation preference in the amount of the
greater of (i) $1,000 (subject to appropriate adjustment in the event of a stock split, stock dividend, combination or other similar
recapitalization) plus accrued but unpaid Dividends (the “Liquidation Preference”), and (ii) the per share amount of
all cash, securities and other property to be distributed in respect of the common stock such holder would have been entitled to
receive had it converted such Series A Preferred Stock immediately prior to the date fixed for such liquidation, dissolution or
winding-up; provided that if any liquidation, dissolution or winding-up occurs prior to July 19, 2021, then the holders of our
Series A Preferred Stock are entitled to receive the greater of (i) the Liquidation Preference plus a make-whole premium that provides
the holders with full yield maintenance as if the Series A Preferred Stock was held until July 19, 2021, and (ii) the per share
amount of all cash, securities and other property to be distributed in respect of the common stock such holder would have been
entitled to receive had it converted a number of shares of Series A Preferred Stock equal to the original issue price for all such
Series A Preferred Stock and the make-whole premium described in the immediately preceding clause (i).
Conversion Rights
Each share of Series A Preferred Stock is
convertible at the option of the holder into shares of our common stock at a conversion price (the “Per Share Amount”)
equal to the quotient of the Liquidation Preference and (ii) $10.00 (subject to appropriate adjustment in the event of a stock
split, stock dividend, combination or other similar recapitalization); provided that if the conversion is elected by the holder
solely in connection with our optional redemption right on or before July 19, 2021, the number of shares into which the Series
A Preferred Stock is convertible, will be equal to (i) 1.0938 shares of Series A Preferred Stock (subject to appropriate adjustment
in the event of a stock split, stock dividend, combination or other similar recapitalization) plus (ii) the number of shares of
Series A Preferred Stock equal to (A) the aggregate amount of Cash Dividends that would have been paid up to and including July
19, 2021 divided by (B) the Liquidation Preference, as of the date immediately prior to the date fixed for such conversion.
After July 19, 2021, we have the right to
convert shares of Series A Preferred Stock into common stock, in the amount of shares of common stock as determined by the Per
Share Amount, if our common stock volume weighted average of the closing prices for at least 30 trading days of the last 45 consecutive
trading days prior to such conversion is greater than $11.50 per share (the “Mandatory Conversion”). A Mandatory Conversion
may be done twice per calendar year upon the conditions set forth in this paragraph being met, and the number of shares that may
be issued in any Mandatory Conversion will be limited to the number of shares of common stock that has publicly traded over the
60 consecutive trading days (less any other shares issued in a Mandatory Conversion during such time) prior to the Mandatory Conversion.
Notwithstanding the foregoing, in no event
shall the conversion of all of the Series A Preferred Stock authorized in the CoD, in the aggregate, result in the issuance of
more than 28.5 million shares of common stock of the Company (subject to appropriate adjustment in the event of a stock split,
stock dividend, combination or other similar recapitalization), and if no Cash Dividends were actually paid by us, the Series A
Preferred Stock would be convertible into a maximum number of approximately 26.6 million shares of common stock through July 19,
2023. If Cash Dividends are paid fully in cash by us when due and all of the Series A Preferred Stock remains outstanding on July
19, 2023, the Series A Preferred Stock would be convertible into a maximum number of 16,260,000 shares of common stock.
Mandatory Redemption at Investor Election
The Series A Preferred Stock will become
mandatorily redeemable (the “Mandatory Redemption”) at the election of the holders of a majority of the Series A Preferred
Stock then outstanding on and after July 19, 2023 with 120 days’ notice to us (the “Mandatory Redemption Date”)
at a redemption price per share equal to the sum of (i) the Liquidation Preference per share plus (ii) an amount per share equal
to accrued but unpaid Dividends not previously added to the Liquidation Preference on such share of Series A Preferred Stock from
and including the immediately preceding dividend payment date to but excluding the Mandatory Redemption Date (the “Redemption
Amount”). At our option, we will also be permitted to pay the Redemption Amount in common stock at a conversion price equal
to the quotient of (i) the Redemption Amount, and (ii) our volume weighted average of the closing prices for the last 60 consecutive
trading days prior to the date of redemption (the “Stock Redemption”). We may only effect the Stock Redemption (x)
if applied to all holders of Series A Preferred Stock on a pro rata basis, and (y) into an aggregate amount not
to exceed the number of shares of common stock that has publicly traded over the 60 consecutive trading days prior to the Mandatory
Redemption Date, but in no event shall the number of shares of common stock issued in connection with a Stock Redemption for all
of the authorized Series A Preferred Stock exceed a maximum amount of 28,500,000 minus the number of shares that have been issued
upon any prior redemption or conversion of the Series A Preferred Stock. All excess will be paid in cash as set forth above. In
the event the Redemption Amount is not paid as set forth above on the Mandatory Redemption Date, then such Redemption Amount shall
be satisfied by the Convertible Notes, which Convertible Note shall have an aggregate principal amount to the unpaid Redemption
Amount.
In addition, upon the occurrence of certain
events as set forth in the CoD upon the reasonable determination of the holders of a majority of the shares of Series A Preferred
Stock then outstanding (the date of written notice by such holders, the “MAE Redemption Date”), then the amount that
would otherwise be payable if all then outstanding Series A Preferred Stock were immediately redeemed at the Redemption Amount
shall be satisfied pursuant to the terms of the Convertible Notes, which notes shall have an aggregate principal amount effective
on the MAE Redemption Date equal to the Redemption Amount.
Company Optional Redemption
Prior to July 19, 2021, on one or more occasions,
we have the right (but not the obligation) to redeem the Series A Preferred Stock in an amount equal to the sum of three years
of Dividends payable pursuant to the CoD minus the aggregate amount of Dividends actually paid and PIK Dividends accrued by the
Company, plus the Liquidation Preference per share of Series A Preferred Stock. Any such redemptions (i) will be limited to an
aggregate maximum of up to $80.0 million in aggregate during such three year period and (ii) (a) may only fund such redemption
with proceeds received by us from (x) a common stock issuance, or (y) any award resulting from our pending legal proceedings, or
(b) may make such redemptions using cash from operations provided that we have a minimum of $75.0 million of cash
and cash equivalents of ours and our subsidiaries in the United States after giving effect to such redemption. After July 19, 2021,
the we will have the right (but not the obligation) to redeem, in part or in whole, the Series A Preferred Stock at a per share
price equal to the Redemption Amount. Any optional redemption shall be pro rata based on the number of shares
of Series A Preferred Stock held by the Purchasers at the time of redemption. Holders of shares of our Series A Preferred Stock
may exercise their conversion rights prior to any optional redemption.
Convertible Notes
In connection with the issuance of the Series
A Preferred Stock, we delivered a Convertible Note to each holder of shares of our Series A Preferred Stock to collateralize amounts,
if any, that may become payable by us pursuant to certain redemption provisions of the shares of Series A Preferred Stock. No principal
amount or interest will be outstanding under the Convertible Notes until a redemption event of the Series A Preferred Stock, provided,
in certain circumstances, that the Redemption Amount has not otherwise been paid by the Company. The economic terms of the Convertible
Notes are substantively similar to those of the Series A Preferred Stock. See the section titled “PIPE Proposal—Promissory
Notes” in our Proxy Statement on Schedule 14A, as filed with the SEC on June 25, 2018 for more information related to
Convertible Notes.
WARRANTS
As of the date of this prospectus, there
are outstanding an aggregate of 18,127,924 warrants to acquire our common stock, including (i) 6,062,500 Sponsor Private Placement
Warrants held by the Sponsor, (ii) 8,625,000 Public Warrants, of which 52,100 are held by an affiliate of the Sponsor and (iii)
3,440,424 Origination Agent Warrants held by the Origination Agent. Each of the units issued in GPIA’s initial public offering
contained one-half of a warrant. Each warrant entitles the holder thereof to purchase one share of our common stock. The Sponsor
Private Placement Warrants and the Public Warrants are each exercisable for one share of our common stock at $11.50 per share.
The Origination Agent Warrants are each exercisable for one share of our common stock at $5.64 per share.
The Sponsor Private
Placement Warrants are non-redeemable so long as they are held by their initial purchasers or their permitted transferees. If the
Sponsor Private Placement Warrants are held by holders other than their initial purchasers or their permitted transferees, they
will be redeemable by us and exercisable by the holders.
If a holder of Sponsor Private Placement
Warrants elects to exercise them on a cashless basis, it would pay the exercise price by surrendering its warrants for that number
of shares of our common stock equal to the quotient obtained by dividing (x) the product of the number of shares of our common
stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market
value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported
last sale price of our common stock for the 10 trading days ending on the third trading day prior to the date on which the notice
of warrant exercise is sent to the warrant agent.
UNITS
Each unit consists of one share of common
stock and one-half of one Public Warrant. Each whole Public Warrant entitles the holder thereof to purchase one share of our common
stock at a price of $11.50 per share, subject to certain adjustments. A warrantholder may exercise its warrants only for a whole
number of the company’s shares. This means that only a whole warrant may be exercised at any given time by a warrantholder.
As of November 1, 2018, 4,667 units were
still outstanding. Holders of units must elect to separate the underlying shares of our common stock and Public Warrants prior
to exercising their Public Warrants. If holders hold their units in an account at a brokerage firm or bank, holders must notify
their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder
holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, our transfer agent,
directly and instruct them to do so.
REGISTRATION RIGHTS
Warrant Consent and Conversion Agreement
Pursuant
to the Warrant Consent and Conversion Agreement, we agreed that we would use our best efforts to prepare and file with the SEC
a registration statement for the registration, under the Securities Act, of the offer and sale of all shares of our common stock
issued or issuable under the Origination Agent Warrants. The registration statement of which this prospectus is a part satisfies
this obligation. Additionally, we agreed to use our best efforts to cause such registration statement to become effective and maintain
the effectiveness of such registration statement until the expiration of the Origination Agent Warrants and cooperate with and
otherwise permit any holder of the Origination Agent Warrants, at any time and from time to time after effectiveness of such registration
statement, to undertake sales of the securities covered thereby. If the holders of the Origination Agent Warrants notify us that
they desire to effect sales of shares of common stock issuable upon exercise of the Origination Agent Warrants pursuant to such
registration statement by means of an underwritten offering, we will cooperate to the extent reasonably requested by such holders
in such underwritten offering in customary fashion. Unless and until all of the Origination Agent Warrants have been exercised
and all the shares of common stock underlying the Origination Agent Warrants have been sold by the holders, we shall continue to
be obligated to comply with these registration obligations.
2015 Registration Rights Agreement
Shares held by the Sponsor and GPIA’s
former independent directors, the Sponsor Private Placement Warrants and the Public Warrants (and any shares of our common stock
issuable upon the exercise of the Sponsor Private Placement Warrants and the Public Warrants) are entitled to registration rights
pursuant to a registration rights agreement entered into as of May 19, 2015, among GPIA, the Sponsor, GPIAC, LLC and the other
parties thereto (the “2015 Registration Rights Agreement”). The registration
statement of which this prospectus is a part satisfies this obligation with respect to shares that remain “Registrable Securities”
as defined by that agreement. The holders of the majority of these securities are entitled to make up to three demands,
excluding short form demands, that we register such securities. In addition, the holders have certain “piggyback” registration
rights with respect to registration statements filed subsequent to the completion of the business combination and rights to require
us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in
connection with the filing of any such registration statements. The shares held by GPIA’s
former independent directors are now eligible for sale under Rule 144 of the Securities Act.
2018 Registration Rights Agreement
The holders of our Series A Preferred Stock
are entitled to registration rights pursuant to a registration rights agreement entered into as of July 19, 2018, among the Company
and the investors parties thereto (the “2018 Registration Rights Agreement”). The
registration statement of which this prospectus is a part satisfies this obligation. We are required to prepare and file
a registration statement and use our commercially reasonable efforts to cause such registration statement to be declared effective
under the Securities Act and to keep the registration statement continuously effective under the Securities Act, subject to certain
limitations. In addition, the holders have certain “piggyback” registration rights to require us to register for resale
such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing
of any such registration statements.
Warrant Agreement
Pursuant to a warrant agreement entered
into on May 19, 2015, between GPIA and Continental Stock Transfer & Trust Company, as warrant agent, (the “GPIA
Warrant Agreement”) GPIA agreed to use its best efforts to file a registration statement with the SEC registering the Sponsor
Private Placement Warrants and resales of shares of common stock issuable upon the exercise of the Sponsor Private Placement Warrants
and the Public Warrants, in addition to certain other securities, as soon as practicable, but in no event later than 15 business
days after the closing of the initial business combination. GPIA agreed to use its best efforts to cause the same to become effective
and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration
of the warrants. The registration statement of which this prospectus is a part satisfies
this obligation. If we fail to maintain an effective registration statement covering the shares of common stock issuable
upon exercise of the warrants, the holders of the warrants shall have the right to exercise such warrants on a “cashless
basis,” by exchanging the warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that
number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of our common
stock underlying the warrants, multiplied by the difference between the warrant price and the “Fair Market Value” (as
defined in the GPIA Warrant Agreement) by (y) the Fair Market Value.
Equity Commitment
In connection with the Sponsor’s equity
commitment in connection with the business combination, GPIA, the Sponsor and GPIAC, LLC agreed that the shares of common stock
issued to the Sponsor upon the funding of its equity commitment would be deemed “Registrable Securities” under the
Registration Rights Agreement.
Letter Agreement
In connection with the business combination,
GPIA, the Sponsor and GPIAC, LLC agreed, pursuant to a letter agreement entered into on October 3, 2017, that our common stock
issued to Cowen (at a price of $10.00 per share) in settlement of certain fees owed to Cowen would be included in this prospectus
pursuant to the GPIA Warrant Agreement.
Investors’ Rights Agreement
Certain of our stockholders are entitled
to rights with respect to the registration of their shares under the Securities Act. These registration rights are contained in
RSI’s amended and restated investors’ rights agreement (the “IRA”) dated as of October 31, 2016. The registration
rights set forth in the IRA expire upon the earlier of five years following the completion of an initial public offering of RSI,
or, with respect to any particular stockholder, when such stockholder is able to sell all of its shares entitled to registration
rights pursuant to Rule 144 of the Securities Act during any 90-day period.
ANTI-TAKEOVER EFFECTS OF DELAWARE LAW AND OUR AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS
Our amended and restated certificate of
incorporation and amended and restated bylaws contain provisions that could have the effect of delaying, deferring, or discouraging
another party from acquiring control of us. These provisions and certain provisions of Delaware law, which are summarized below,
could discourage takeovers, coercive or otherwise. These provisions are also designed, in part, to encourage persons seeking to
acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our
potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal
to acquire us.
Undesignated Preferred Stock. As
discussed above under “—Preferred Stock,” our board of directors has the ability to designate and issue
preferred stock with voting or other rights or preferences that could deter hostile takeovers or delay changes in our control or
management.
Series A Preferred Stock. As discussed
above under “—Preferred Stock,” certain holders of our Series A Preferred Stock and common stock, acting
together, have significant influence over all matters that require approval by our stockholders, including the election of directors
and approval of significant corporate transactions. This concentration of ownership might also have the effect of delaying or preventing
a change of control of our company that other stockholders may view as beneficial.
Limits on Ability of Stockholders to
Act by Written Consent or Call a Special Meeting. Our amended and restated certificate of incorporation provides that our stockholders
may not act by written consent. This limit on the ability of stockholders to act by written consent may lengthen the amount of
time required to take stockholder actions. As a result, the holders of a majority of our capital stock are not able to amend the
amended and restated bylaws or remove directors without holding a meeting of stockholders called in accordance with the amended
and restated bylaws.
In addition, our amended and restated bylaws
provide that special meetings of the stockholders may be called only by our board of directors, the chairperson of our board of
directors, our chief executive officer, our president or our secretary. A stockholder may not call a special meeting, which may
delay the ability of our stockholders to force consideration of a proposal or for holders controlling a majority of our capital
stock to take any action, including the removal of directors.
Requirements for Advance Notification
of Stockholder Nominations and Proposals. Our amended and restated bylaws contain advance notice procedures with respect to
stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction
of our board of directors or a committee of the board of directors. These advance notice procedures may have the effect of precluding
the conduct of certain business at a meeting if the proper procedures are not followed and may also discourage or deter a potential
acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempt to obtain control of
our company.
Board Classification. Our board of
directors is divided into three classes. The directors in each class serve for a three-year term, one class being elected each
year by our stockholders. This system of electing and removing directors may discourage a third party from making a tender offer
or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority
of the directors.
Choice of Forum. Our amended and
restated bylaws provides that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the
State of Delaware will be the exclusive forum for: (a) any derivative action or proceeding brought on our behalf; (b) any action
asserting a breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders; (c)
any action asserting a claim pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our
amended and restated bylaws; or (d) any action asserting a claim governed by the internal affairs doctrine.
Delaware Anti-Takeover Statute. We
are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. In general,
Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a “business combination”
with an “interested stockholder” (in each case as defined below) for a period of three years following the date the
person became an interested stockholder unless:
|
·
|
prior to the date of the transaction, our board of directors approved
either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
|
|
·
|
upon completion of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding
at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding but not the outstanding
voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers and (2) shares
owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held
subject to the plan will be tendered in a tender or exchange offer; or
|
|
·
|
at or subsequent to the date of the transaction, the business combination
is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written consent,
by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.
|
Generally, a business combination includes
a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested
stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of
interested stockholder status, owned 15% or more of a corporation’s outstanding voting stock. We expect the existence of
this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance.
We also anticipate that Section 203 may discourage attempts that might result in a premium over the market price for the shares
of common stock held by stockholders.
The provisions of Delaware law and the provisions
of our amended and restated certificate of incorporation and amended and restated bylaws could have the effect of discouraging
others from attempting hostile takeovers and as a consequence, they might also inhibit temporary fluctuations in the market price
of our common stock that often result from actual or rumored hostile takeover attempts. These provisions might also have the effect
of preventing changes in our management. It is also possible that these provisions could make it more difficult to accomplish transactions
that stockholders might otherwise deem to be in their best interests.
TRANSFER AND WARRANT AGENT AND REGISTRAR
The transfer and warrant agent for our common
stock, preferred stock, units and the Public Warrants is Continental Stock Transfer & Trust Company, which is located
at 1 State Street Plaza, 30th Floor, New York, New York 10004, e-mail: cstmail@continentalstock.com.
EXCHANGE LISTING
Our common stock is listed on Nasdaq under
the symbol “RMNI”. The Public Warrants are quoted on OTC Pink under the symbol “RMNIW”.
PLAN OF DISTRIBUTION
We are registering the Securities covered
by this prospectus to permit the selling securityholders to conduct public secondary trading of these Securities from time to time
after the date of this prospectus. We will not receive any of the proceeds of the sale of the Securities offered by this prospectus.
We would receive up to an aggregate of approximately $188,310,200 from the exercise of the Warrants assuming the exercise in full
of all of the Warrants for cash. See the section titled “Use of Proceeds.” The aggregate proceeds to the selling
securityholders from the sale of the Securities will be the purchase price of the Securities less any discounts and commissions.
We will not pay any brokers’ or underwriters’ discounts and commissions in connection with the registration and sale
of the Securities covered by this prospectus. The selling securityholders reserve the right to accept and, together with their
respective agents, to reject, any proposed purchases of Securities to be made directly or through agents.
The Securities offered by this prospectus
may be sold from time to time to purchasers:
|
·
|
directly by the
selling securityholders, or
|
|
·
|
through underwriters,
broker-dealers or agents, who may receive compensation in the form of discounts, commissions or agent’s commissions from
the selling securityholders or the purchasers of the Securities.
|
Any underwriters, broker-dealers or agents
who participate in the sale or distribution of the Securities may be deemed to be “underwriters” within the meaning
of the Securities Act. As a result, any discounts, commissions or concessions received by any such broker-dealer or agents who
are deemed to be underwriters will be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters
are subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities under
the Securities Act and the Exchange Act. We will make copies of this prospectus available to the selling securityholders for the
purpose of satisfying the prospectus delivery requirements of the Securities Act. To our knowledge, there are currently no plans,
arrangements or understandings between the selling securityholders and any underwriter, broker-dealer or agent regarding the sale
of the Securities by the selling securityholders.
The Securities may be sold in one or more
transactions at:
|
·
|
prevailing market
prices at the time of sale;
|
|
·
|
prices related to
such prevailing market prices;
|
|
·
|
varying prices determined
at the time of sale; or
|
These sales may be effected in one or more
transactions:
|
·
|
on any national
securities exchange or quotation service on which the Securities may be listed or quoted at the time of sale, including Nasdaq;
|
|
·
|
in the over-the-counter
market, including the OTC Pink;
|
|
·
|
in transactions
otherwise than on such exchanges or services or in the over-the-counter market;
|
|
·
|
any other method
permitted by applicable law; or
|
|
·
|
through any combination
of the foregoing.
|
These transactions may include block transactions
or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.
At the time a particular offering of the
Securities is made, a prospectus supplement, if required, will be distributed, which will set forth the name of the selling securityholders,
the aggregate amount of Securities being offered and the terms of the offering, including, to the extent required, (1) the name
or names of any underwriters, broker-dealers or agents, (2) any discounts, commissions and other terms constituting compensation
from the selling securityholders and (3) any discounts, commissions or concessions allowed or reallowed to be paid to broker-dealers.
We may suspend the sale of Securities by the selling securityholders pursuant to this prospectus for certain periods of time for
certain reasons, including if the prospectus is required to be supplemented or amended to include additional material information.
The selling securityholders will act independently
of us in making decisions with respect to the timing, manner, and size of each resale or other transfer. There can be no assurance
that the selling securityholders will sell any or all of the Securities under this prospectus. Further, we cannot assure you that
the selling securityholders will not transfer, distribute, devise or gift the Securities by other means not described in this prospectus.
In addition, any Securities covered by this prospectus that qualify for sale under Rule 144 of the Securities Act may be sold
under Rule 144 rather than under this prospectus. The Securities may be sold in some states only through registered or licensed
brokers or dealers. In addition, in some states the Securities may not be sold unless they have been registered or qualified for
sale or an exemption from registration or qualification is available and complied with.
The selling securityholders and any other
person participating in the sale of the Securities will be subject to the Exchange Act. The Exchange Act rules include, without
limitation, Regulation M, which may limit the timing of purchases and sales of any of the Securities by the selling securityholders
and any other person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the
Securities to engage in market-making activities with respect to the particular Securities being distributed. This may affect the
marketability of the Securities and the ability of any person or entity to engage in market-making activities with respect to the
Securities.
With respect to those Securities being registered
pursuant to the Registration Rights Agreements and other agreements including registration rights for the applicable securityholders
described elsewhere in this prospectus, we have agreed to indemnify or provide contribution to the selling securityholders and
all of their officers, directors and control persons, as applicable, and certain underwriters effecting sales of the Securities
against certain liabilities, including certain liabilities under the Securities Act. The selling securityholders have agreed to
indemnify us in certain circumstances against certain liabilities, including certain liabilities under the Securities Act. The
selling securityholders may indemnify any broker or underwriter that participates in transactions involving the sale of the Securities
against certain liabilities, including liabilities arising under the Securities Act.
For additional information regarding expenses
of registration, see the section titled “Use of Proceeds.”
Shares of Common Stock Issuable
upon the Exercise of the Public Warrants
This prospectus covers the offering of 8,625,000
shares of our common stock that are issuable upon exercise of our outstanding Public Warrants. The offering of such Public Warrants
and the shares of our common stock issuable upon exercise of such Public Warrants was previously registered on our registration
statement on Form S-4 with File No. 333-219101. Each Public Warrant is currently exercisable for one share of our common stock
at a price of $11.50 per share, which exercise price is payable to us. The exercise of the Public Warrants is subject to the terms
of the GPIA Warrant Agreement.
The shares of our common stock underlying
the Public Warrants will be issued directly to the holders of the Public Warrants upon payment of the exercise price to us.
The Warrants may be exercised upon the surrender
of the certificate evidencing such warrant on or before the expiration date at the offices of the warrant agent, Continental Stock
Transfer & Trust Company, in the Borough of Manhattan, City and State of New York, with the subscription form, as set
forth in the Warrants, duly executed, accompanied by full payment of the exercise price, by certified or official bank check payable
to us, for the number of Warrants being exercised. The Warrants will be required to be exercised on a cashless basis in the event
of a redemption of the Warrants pursuant to the warrant agreement governing such Warrants in which our board of directors has elected
to require all holders of the Warrants who exercise their Warrants to do so on a cashless basis. In such event, such holder may
exercise his, her or its warrants on a cashless basis by paying the exercise price by surrendering his, her or its warrants for
that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of
common stock underlying the Warrants to be exercised, multiplied by the difference between the exercise price of the Warrants and
the “Fair market value” (defined below) by (y) the Fair Market Value. The Fair Market Value” means the average
last sale price of our common stock for the 10 trading days ending on the third trading day prior to the date on which the notice
of warrant exercise is sent to the warrant agent.
No fractional shares will be issued upon
the exercise of the Warrants. If, upon the exercise of the Warrants, a holder would be entitled to receive a fractional interest
in a share, we will, upon the exercise, round up or down to the nearest whole number the number of shares of common stock to be
issued to such holder, pursuant to the agreement governing such Warrants.
LEGAL MATTERS
The validity of the Securities offered hereby
has been passed upon for us by Gibson, Dunn & Crutcher LLP, Palo Alto, California.
EXPERTS
The consolidated financial statements
of Rimini Street, Inc. as of December 31, 2017 and 2016, and for each of the years in the three-year period ended
December 31, 2017, have been incorporated by reference in this prospectus in reliance upon the report of KPMG LLP,
independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in
accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
The rules and regulations of the SEC allow
us to omit from this prospectus certain information included in the registration statement. For further information about us and
the Securities, you should refer to the registration statement and the exhibits and schedules filed with the registration statement.
With respect to the statements contained in this prospectus regarding the contents of any agreement or any other document, in each
instance, the statement is qualified in all respects by the complete text of the agreement or document, a copy of which has been
filed as an exhibit to the registration statement.
We are subject to the informational reporting
requirements of the Exchange Act. We file reports, proxy statements and other information with the SEC under the Exchange Act.
Our SEC filings are available over the Internet at the SEC’s website at http://www.sec.gov. You may read and copy
any reports, statements and other information filed by us at the SEC’s Public Reference Room at 100 F Street, N.E., Room
1850, Washington, D.C. 20549, at prescribed rates. Please call 1-800-SEC-0330 for further information on the Public Reference Room.
Our website address is www.riministreet.com. The information on, or that can be accessed through, our website is not part
of this prospectus.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The SEC allows
us to incorporate by reference the information and reports we file with it, which means that we can disclose important information
to you by referring you to these documents. The information incorporated by reference is an important part of this prospectus,
and information that we file after the date hereof with the SEC will automatically update and supersede the information already
incorporated by reference. We are incorporating by reference the documents listed below, which we have already filed with
the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except as to
any portion of any future report or document that is not deemed filed under such provisions, after the date of this prospectus
and prior to the termination of this offering:
|
·
|
our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2018, filed on May 10, 2018, for the quarter ended June 30, 2018, filed on August 9, 2018,
and for the quarter ended September 30, 2018, filed on November 8, 2018;
|
|
·
|
Current Reports on Form 8-K filed with the SEC on
January 9, 2018, January 16, 2018, January 24, 2018, March 6, 2018, June 8, 2018, June 18, 2018,
June 25, 2018, July 12, 2018, July 19, 2018, August 15, 2018, August 23, 2018, September 13, 2018,
September 27, 2018 and November 9, 2018 (in each case, except for information contained therein which is furnished rather
than filed); and
|
Upon request, we
will provide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus is delivered a
copy of the documents incorporated by reference into this prospectus. You may request a copy of these filings, and any exhibits
we have specifically incorporated by reference as an exhibit in this prospectus, at no cost by writing or telephoning us at the
following:
Rimini
Street, Inc.
3993
Howard Hughes Parkway, Suite 500
Las
Vegas, NV 89169
telephone
number (702) 839-9671
You may also access
these documents, free of charge on the SEC’s website at www.sec.gov or on our website at www.investors.riministreet.com.
Information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information
on, or that can be accessed from, our website as part of this prospectus or any accompanying prospectus supplement.
This prospectus
is part of a registration statement we filed with the SEC. We have incorporated exhibits into this registration statement.
You should read the exhibits carefully for provisions that may be important to you.
We have not authorized
anyone to provide you with information other than what is incorporated by reference or provided in this prospectus or any prospectus
supplement. We are not making an offer of these securities in any state where such offer is not permitted. You should
not assume that the information in this prospectus or in the documents incorporated by reference is accurate as of any date other
than the date on the front of this prospectus or those documents.
7,750,000 Shares
Common Stock
PROSPECTUS SUPPLEMENT
Craig-Hallum
March
9, 2021
Rimini Street (PK) (USOTC:RMNIW)
Graphique Historique de l'Action
De Juin 2024 à Juil 2024
Rimini Street (PK) (USOTC:RMNIW)
Graphique Historique de l'Action
De Juil 2023 à Juil 2024