Instructure, Inc. (NYSE:INST) Files An 8-K Entry into a Material Definitive Agreement
Item 9.01Entry into a Material Definitive Agreement.
The information disclosed under Item 9.01 of this Current Report is incorporated herein by reference.
Item 9.01Completion of Acquisition or Disposition of Assets
On February 16, 2019, Instructure, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Gas Lamp Mergers, Inc., a wholly owned subsidiary of the Company (“Merger Sub I”), Gas Lamp Mergers II, LLC, a wholly owned subsidiary of the Company (“Merger Sub II”), Portfolium, Inc. (“Portfolium”) and Fortis Advisors LLC, as Stockholders’ Agent. to the Merger Agreement, on February 21, 2019, Merger Sub I merged with and into Portfolium (“Merger I”), and then Portfolium merged with and into Merger Sub II (“Merger II” and together with Merger I, the “Mergers”), with Merger Sub II continuing as the surviving entity and a wholly owned subsidiary of the Company. The merger closed on February 21, 2019.
Upon the closing of Merger I, all of the outstanding shares of capital stock of Portfolium and vested options to purchase shares of Portfolium common stock were cancelled and the holders were entitled to receive (1) an aggregate of 400,489 shares of common stock of the Company (the “Stock Consideration”) and (2) $25.8 million in cash, of which $4.3 million is being held in an escrow fund for the purposes of satisfying certain indemnification obligations of the equity holders of Portfolium during the twelve-month period following the closing or for certain working capital purchase price adjustments.
Also upon the closing of Merger I, each unvested option to purchase shares of Portfolium common stock was assumed by the Company and became exercisable for, and represents the right to acquire, shares of common stock of the Company (the “Assumed Options”).The aggregate number of shares issuable upon the exercise of the Assumed Options is 42,973.The Company intends to file a Form S-8 Registration Statement with respect to the shares of common stock of the Company issuable upon exercise of the Assumed Options.
The Merger Agreement contains representations, warranties, covenants and indemnities by the parties customary for transactions of this type.
The foregoing summary of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to this report and is incorporated by reference herein.
Item 9.01Unregistered Sales of Securities
The information disclosed under Item 9.01 of this Current Report is incorporated herein by reference. to the Merger Agreement described in Item 9.01 of this Current Report, the Company issued an aggregate of 400,489 shares of common stock in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated under the Securities Act.
Item 9.01Financial Statements and Exhibits.
* Schedules and exhibits to the Merger Agreement have been omitted to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally a copy of any omitted schedules and exhibits to the Securities and Exchange Commission upon request.
INSTRUCTURE INC Exhibit
EX-2.1 2 inst-ex21_6.htm EX-2.1 inst-ex21_6.htm Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among: Instructure,…
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About Instructure, Inc. (NYSE:INST)
Instructure, Inc. provides cloud-based learning management platform for academic institutions and companies across the world. The Company operates in the cloud-based learning management systems segment. The Company builds its learning management applications, Canvas for the education market and Bridge for the corporate market, to enable its customers to develop, deliver and manage engaging face-to-face and online learning experiences. The Company develops software that students, teachers and employees use to help achieve their education and learning goals. Its applications develop academic and corporate learning by providing an engaging platform for instructors and learners, enabling frequent and open interactions, streamlining workflow, and allowing the creation and sharing of content. The Company’s customers represent colleges, universities, K-12 school districts and companies in over 30 countries. The Company operates in the United States and Foreign.