Quotient Technology Inc. (NYSE:QUOT) Files An 8-K Entry into a Material Definitive Agreement

Quotient Technology Inc. (NYSE:QUOT) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement

On May 2, 2017, Quotient Technology Inc. (the
Company) entered into an Agreement and
Plan of Merger (the Merger Agreement)
to acquire Crisp Media, Inc., a Delaware corporation
(Crisp). Crisp provides a platform that
identifies mobile shoppers, delivers data-informed experiences to
them that activates them to store visits and sales, and
accurately measure success. Following the acquisition, Crisp will
be a wholly -owned subsidiary of the Company.

Under the terms of the Merger Agreement, upon consummation of the
acquisition, the Company will pay an aggregate amount of
consideration worth approximately $33,000,000, subject to certain
customary adjustments, for all of the capital stock of Crisp and
all of the outstanding and unexercised stock options, both vested
and unvested, warrants and other interests in Crisp.
Approximately $20,000,000 of the aggregate consideration paid
upon consummation of the acquisition will be paid in cash and
$13,000,000 will be paid in shares of the Companys common stock.
Additionally, contingent consideration of up to $24,500,000 in
cash may become payable upon the achievement of certain financial
metrics over a period of one year after closing. As a result, if
the acquisition is consummated, the Company expects to issue
1,177,945 shares of Company common stock (determined based on the
trailing volume weighted average closing price of the Companys
common stock as reported on the New York Stock Exchange for the
ninety (90) consecutive trading days ending on April 28, 2017) in
exchange for the outstanding securities of Crisp. The Company has
agreed to file a registration statement on Form S-3 or other
appropriate form as applicable registering the resale by Crisps
securityholders of the shares of the Companys common stock issued
upon consummation of the acquisition, subject to the terms and
conditions set forth in the Merger Agreement.

In connection with the signing of the Merger Agreement, certain
key employees of Crisp entered into non-competition and
non-solicitation agreements and employment offer letters with the
Company, to become effective upon the consummation of the
acquisition. In addition, prior to the consummation of the
acquisition, all or substantially all of the other employees of
Crisp will be offered employment with the Company, effective on
or about the closing of the acquisition.

The Merger Agreement contains customary representations and
warranties, covenants, and indemnification provisions. Under the
terms of the Merger Agreement, a portion of the aggregate
consideration, which shall be comprised of cash and shares of the
Companys common stock having an aggregate value of $3,300,000,
will be held in escrow to secure the indemnification obligations
of the Crisps securityholders. Additionally, an all-cash expense
fund will be established to pay for certain fees and expenses of
the Crisp securityholders representative. Amounts remaining in
escrow will be released to Crisps securityholders 18 months
following consummation of the transaction, net of any
indemnification payments made from such fund and amounts reserved
for pending indemnification claims made to the Merger Agreement.
The closing of the acquisition is subject to customary closing
conditions. The acquisition is anticipated to close in the
Companys second fiscal quarter ending June 30, 2017. The
transaction is not expected to have a material impact on the
Companys guidance for revenue or Adjusted EBITDA for the second
quarter of fiscal 2017. The Company will provide an updated
guidance for fiscal 2017 that takes into account the transaction
after it has closed and the purchase accounting has been
completed.

The foregoing description of the Merger Agreement and the
transactions contemplated thereby does not purport to be complete
and is subject to, and qualified in its entirety by, the full
text of the Merger Agreement, which the Company will file with
the Companys Form 10-Q for the quarter ending June 30, 2017 or
earlier by Current Report on Form 8-K. In particular, the
assertions embodied in the representations and warranties
contained in the Merger Agreement are qualified by information in
a confidential Disclosure Schedule provided by Crisp to the
Company in connection with the signing of the Merger Agreement.
This confidential Disclosure Schedule contains information that
modifies, qualifies and creates exceptions to the representations
and warranties set forth in the Merger Agreement. Moreover,
certain representations and warranties in the Merger Agreement
were used for the purpose of allocating risk between the Company
and Crisp rather than establishing matters as facts. Accordingly,
you should not rely on the representations and warranties in the
Merger Agreement as characterizations of the actual state of
facts about the Company or Crisp.

Safe harbor statement under the Private Securities
Litigation Reform Act of 1995: This Current Report on
Form 8-K contains forward-looking statements, including
statements related to a potential acquisition and financial
results. The achievement or success of the matters covered by
such forward-looking statements involves risks, uncertainties and
assumptions. If any such risks or uncertainties materialize or if
any of the assumptions prove incorrect, the Companys results
could differ materially from the results expressed or implied by
the forward-looking statements we make. The risks and
uncertainties referred to above include but are not limited to
the financial and business impact of the acquisition of Crisp.
Forward-looking statements should not be read as guarantees of
future performance or results, and will not necessarily be
accurate indications of the times at, or by, which such
performance or results will be achieved. Forward-looking
statements are based on information available to the Company’s
management at the date of this Current Report on Form 8-K and its
management’s good faith belief as of such date with respect to
future events, and are subject to risks and uncertainties that
could cause actual performance or results to differ materially
from those expressed in or suggested by the forward-looking
statements. Important factors that could cause such differences
include, but are not limited to, the Company’s performance,
including its revenues, margins, costs, expenditures, growth
rates and operating expenses, and its ability to generate
positive cash flow and become profitable; the amount and timing
of digital promotions by CPGs, which are affected by budget
cycles, economic conditions and other factors; the Company’s
ability to adapt to changing market conditions, including the
Company’s ability to adapt to changes in consumer habits,
including mobile device usage; seasonal variations in consumer
behavior; the Company’s ability to retain and expand its
business with existing CPGs and retailers; the Company’s ability
to negotiate fee arrangements with CPGs and retailers; the impact
of mobile on the Company’s platform; the Company’s ability to
maintain and expand the use by consumers of digital promotions on
its platforms and add retailers to such platforms; the Company’s
ability to attract and retain third-party advertising agencies,
performance marketing networks distribution and channel partners,
and other intermediaries; the Company’s ability to effectively
manage its growth; the effects of increased competition in the
Company’s markets and its ability to compete effectively; the
Company’s ability to effectively grow and train its sales team;
the rate of adoption by consumers of new technology, such as our
mobile print solution, introduced by the Company; the Company’s
ability to obtain new CPGs and retailers and to do so
efficiently; the Company’s ability to successfully integrate
acquired companies into its business; the Company’s ability to
maintain, protect and enhance its brand and intellectual
property; costs associated with defending intellectual property
infringement and other claims; the Company’s ability to
successfully enter new markets; the Company’s ability to develop
and launch new services and features; the Company’s ability to
attract and retain qualified employees and key personnel, and
other factors identified in the Company’s filings with the
Securities and Exchange Commission (the
SEC), including its annual report on
Form 10-K filed with the SEC on February 16, 2017. Additional
information will also be set forth in the Company’s future
quarterly reports on Form 10-Q, annual reports on Form 10-K and
other filings that the Company makes with the SEC. Quotient
disclaims any obligation to update information contained in these
forward-looking statements whether as a result of new
information, future events, or otherwise.

Item 2.02 Results of Operations and Financial
Condition

On May 2, 2017, the Company issued a press release regarding its
financial results for the first quarter ended March 31, 2017. The
press release is furnished herewith as Exhibit 99.1 and is
incorporated herein by reference.

The information set forth under Item 2.02 and Item 9.01 in the
Current Report on Form 8-K and the exhibits attached hereto shall
not be deemed filed for purposes of the Securities Exchange Act
of 1934, as amended, or incorporated by reference in any filing
under the Securities Act of 1933, as amended, regardless of any
general incorporation language in such filing, unless expressly
incorporated by specific reference in such filing.

Item 3.02. Unregistered Sales of Equity
Securities

See the disclosure under Item 1.01 of this Current Report on Form
8-K. In connection with the proposed acquisition of Crisp
described in Item 1.01 above, the Company has agreed to issue
shares of the Companys common stock to Crisp securityholders in
accordance with the terms and subject to the conditions set forth
in the Merger Agreement. This issuance of shares will be made in
reliance on one or more exemption or exclusion from the
registration requirements of the Securities Act of 1933, as
amended (the Securities Act), including
Section 4(a)(2) of the Securities Act, Regulation D promulgated
under the Securities Act, and Regulation S promulgated under the
Securities Act, and the exemption from qualification under
applicable state securities laws

Item 8.01 Other Events

Merger Agreement with Crisp

On May 2, 2017, the Company issued a press release announcing
that it entered into the Merger Agreement. A copy of the press
release is attached hereto as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.

Neither the information in Section 8.01 of this Current Report on
Form 8-K nor the information in the press release shall be deemed
filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the Exchange Act),
or incorporated by reference in any filing under the Securities
Act or the Exchange Act, except as shall be expressly set forth
by specific reference in such filing.

Quotient Technology Inc. Stock Repurchase
Program

On May 2, 2017, the Company announced a stock repurchase program
to which the Company is authorized to repurchase up to $50.0
million of the Companys common stock from May 5, 2017 through May
4, 2018, unless earlier terminated by the Board of the Company.
Stock repurchases may be made from time to time in open market
transactions or privately negotiated transactions. The timing of
any repurchases and the actual number of shares repurchased will
depend on a variety of factors. The Company may suspend, modify
or terminate this repurchase program at any time without prior
notice. The Company issued a press release on May 2, 2017 to
announce the adoption of the stock repurchase program. The press
release is furnished herewith as Exhibit 99.1 and is incorporated
herein by reference.

Item 9.01. Financial Statements and Exhibits.

About Quotient Technology Inc. (NYSE:QUOT)
Quotient Technology Inc., formerly Coupons.com Incorporated, is a provider of digital promotions and media solutions. The Company connects consumer packaged goods (CPG) brands and retailers with shoppers by offering digital promotions and media to shoppers through mobile, Web and social channels. The Company’s platform is used by brands, as well as retailers in the grocery, drug, dollar, club and mass merchandise channels to engage shoppers at the critical moments when they are choosing what products to buy and where to shop. Through its platform, CPGs and retailers are able to reach shoppers on the Web and on mobile devices by offering digital coupons through its network, which includes the Coupons.com Website and its Coupons.com, Grocery iQ and Shopmium a receipt-scanning, cash-back mobile application platform; CPG and retailer Websites and mobile applications, and the Websites and mobile applications of over 30,000 registered partner sites included in its publisher network. Quotient Technology Inc. (NYSE:QUOT) Recent Trading Information
Quotient Technology Inc. (NYSE:QUOT) closed its last trading session up +0.70 at 11.50 with 484,823 shares trading hands.