AppLovin : Unregistered Sales of Equity Securities - Form 8-K

8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23, 2022

AppLovin Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-40325		45-3264542
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1100 Page Mill Road

Palo Alto, California94304

(Address of principal executive offices, including zip code)

[phone]

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.00003 per share		APP		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities

In connection with an agreement and plan of reorganization entered into on February 23, 2022, AppLovin Corporation (the "Company") agreed to issue an aggregate of approximately 2.7 million shares of its Class A common stock to certain security holders of Wurl, Inc. ("Wurl") as a portion of the consideration for all of the outstanding equity of Wurl. The Company estimated the aggregate number of shares based on the average of the daily volume weighted average price per share of the Company's Class A common stock on the Nasdaq Stock Market for the thirty (30) consecutive trading days ending on February 16, 2022. The final number of shares of the Company's Class A common stock to be issued in connection with the acquisition is subject to adjustment based on purchase price adjustment provisions in the agreement and plan of reorganization.

The proposed issuance of shares of the Company's Class A common stock to certain security holders of Wurl in accordance with the terms and subject to the conditions set forth in the acquisition agreement will be made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act and/or the private offering safe harbor provisions of Rule 506 of Regulation D based on the following factors: (i) the number of offerees or purchasers, as applicable, (ii) the absence of general solicitation, (iii) investment representations obtained from the security holders of Wurl, including with respect to their status as accredited investors, (iv) the provision of appropriate disclosure, and (v) the placement of restrictive legends on the certificates reflecting the securities. The proposed issuance of shares will not involve any underwriters, any underwriting discounts or commissions, or any public offering.

Item 8.01 Other Events

Share Repurchase Program

On February 28, 2022, the Company announced that its board of directors has authorized the repurchase of up to $750 million of the Company's Class A common stock. Repurchases may be made from time to time through open market purchases or through privately negotiated transactions subject to market conditions, applicable legal requirements and other relevant factors. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18.The Company may also, from time to time, enter into Rule 10b5-1plans to facilitate repurchases of its shares under this authorization. The repurchase program does not obligate the Company to acquire any particular amount of its Class A common stock, and may be suspended at any time at the Company's discretion.

2022 Annual Meeting of Stockholders

The Board has scheduled the Company's Annual Meeting of Stockholders (the "Annual Meeting") for June 8, 2022. Because the Company did not hold an annual meeting of stockholders in 2021, the Company has set a deadline of March 10, 2022 for the receipt of any stockholder proposals for inclusion in the proxy materials to be distributed in connection with the Annual Meeting pursuant to Rule 14a-8under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which the Company believes to be a reasonable time before it expects to begin to print and distribute its proxy materials for the Annual Meeting. Any Exchange Act Rule 14a-8proposal received after this date will be considered untimely. Stockholders should send any such proposal to AppLovin Corporation, Attn: Corporate Secretary, 1100 Page Mill Road, Palo Alto, California 94304, and such proposal must comply with all applicable requirements set forth in the rules and regulations of the Securities and Exchange Commission, including Exchange Act Rule 14a-8,in order to be eligible for inclusion in the Company's proxy materials for the Annual Meeting.

Pursuant to the Company's amended and restated bylaws (the "Bylaws"), any stockholder seeking to raise a proposal outside the processes of Exchange Act Rule 14a-8or make a nomination for consideration at the Annual Meeting, but not included in the proxy materials for the Annual Meeting, must comply with the requirements of the Bylaws, including by delivering notice of their proposal or nomination to AppLovin Corporation, Attn: Corporate Secretary, 1100 Page Mill Road, Palo Alto, California 94304, no later than 5:00 p.m., Pacific time, on March 10, 2022. Any proposal or nomination received after such date will be considered untimely and will not be considered at the Annual Meeting.

An adjournment, rescheduling or postponement of the Annual Meeting date, or any announcement of such action, will not commence a new time period (or extend any time period) for giving such notice under the Bylaws or submitting a proposal pursuant to Exchange Act Rule 14a-8.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			APPLOVIN CORPORATION
Date: February 28, 2022				/s/ Herald Chen
			Herald Chen
			Chief Financial Officer