Synacor, Inc. (NASDAQ:SYNC) Files An 8-K Entry into a Material Definitive Agreement

Synacor, Inc. (NASDAQ:SYNC) Files An 8-K Entry into a Material Definitive Agreement

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ITEM 1.01.

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On April 6, 2017, Synacor, Inc. (Synacor) entered into an
underwriting agreement (the Underwriting Agreement) with
Canaccord Genuity Inc. and Needham Company, LLC as
representatives of the several underwriters set forth therein
(collectively, the Underwriters), relating to an underwritten
public offering (the Offering) of 5,715,000 shares (the Shares)
of Synacors common stock, par value $0.01 per share (the Common
Stock) at an offering price to the public of $3.50 per share.
Under the terms of the Underwriting Agreement, Synacor granted
the Underwriters a 30-day option to purchase up to an additional
857,250 shares of Common Stock on the same terms and conditions.

The Shares will be issued to Synacors currently effective shelf
registration statement on Form S-3 and an accompanying prospectus
(Registration Statement No. 333-214600) filed with the Securities
and Exchange Commission (the Commission), which was declared
effective by the Commission on December 1, 2016 (the Registration
Statement), and a preliminary and final prospectus supplement
filed with the Commission in connection with the Offering. The
closing of the offering is expected to take place on or about
April 11, 2017, subject to the satisfaction of customary closing
conditions.

A copy of the Underwriting Agreement is attached as Exhibit 1.1
hereto and is incorporated herein by reference. The foregoing
description of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to such
exhibit.

A copy of the opinion of Gunderson Dettmer Stough Villeneuve
Franklin Hachigian, LLP relating to the validity of the issuance
and sale of the Shares in the Offering is attached as Exhibit 5.1
hereto.

ITEM 8.01.

OTHER EVENTS

On April 6, 2017, Synacor issued a press release announcing that
Synacor priced a public offering of its Common Stock. 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.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.

Description

1.1

Underwriting Agreement between Synacor, Inc. and
Canaccord Genuity Inc. and Needham Company, LLC as
representatives of the several underwriters, dated April
6, 2017

5.1

Opinion of Gunderson Dettmer Stough Villeneuve Franklin
Hachigian, LLP

23.1

Consent of Gunderson Dettmer Stough Villeneuve Franklin
Hachigian, LLP (contained in Exhibit 5.1)

99.1

Press Release of Synacor, Inc., dated April 6, 2017


About Synacor, Inc. (NASDAQ:SYNC)

Synacor, Inc. is a technology development, multiplatform services and revenue partner for video, Internet and communications providers, device manufacturers and enterprises. The Company enables its customers to provide their consumers engaging, multiscreen experiences with products that require scale, actionable data and implementation. Through its Managed Portals and Advertising solutions, the Company enables its customers to earn revenue by monetizing media among their consumers. Its Managed Portals are delivered across devices and under its customers’ own brand names. The Company delivers content, such as top news, entertainment, and long- and short-form video and applications, on its Managed Portals. In addition, consumers have the ability through portals to manage their e-mail and messaging, pay bills, receive special promotions and perform other account management needs.

Synacor, Inc. (NASDAQ:SYNC) Recent Trading Information

Synacor, Inc. (NASDAQ:SYNC) closed its last trading session down -0.65 at 3.50 with 149,907 shares trading hands.

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