Item 1.01. Entry into a Material Definitive Agreement.
On June 3, 2020, Glu Mobile Inc. (the "Company") entered into an underwriting
agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC, Morgan
Stanley & Co. LLC and UBS Securities LLC, as representatives of the several
underwriters named on Schedule I thereto (the "Underwriters"), pursuant to which
the Company agreed to issue and sell an aggregate of 15,000,000 shares of its
common stock (the "Shares") to the Underwriters (the "Offering"). The Shares
were sold at a per share public offering price of $9.25. Pursuant to the
Underwriting Agreement, the Company also granted the Underwriters a 30-day
option to purchase up to an additional 2,250,000 shares of its common stock. The
Underwriting Agreement contains customary representations and warranties,
conditions to closing, lock-up provisions, termination provisions and
indemnification obligations, including for liabilities under the Securities Act
of 1933, as amended. The Offering was made pursuant to a shelf registration
statement on Form S-3 (File No. 333-238876) that automatically became effective
upon filing by the Company with the Securities and Exchange Commission ("SEC")
on June 2, 2020.
The Company estimates that net proceeds from the Offering will be approximately
$131.9 million, after deducting underwriting discounts and commissions and
estimated Offering expenses, and assuming no exercise of the Underwriters'
option to purchase additional shares. The Company intends to use the net
proceeds from the Offering for working capital and other general corporate
purposes, which may include potential acquisitions and strategic transactions.
However, the Company has not designated any specific uses and has no current
agreements with respect to any material acquisition or strategic transaction.
The Company expects the Offering to close on June 8, 2020, subject to customary
closing conditions.
The foregoing description of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Underwriting Agreement. A copy of the Underwriting Agreement is filed with this
Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by
reference.
A copy of the opinion of Fenwick & West LLP relating to the validity of the
Shares in connection with the Offering is filed with this Current Report on
Form 8-K as Exhibit 5.1.
Item 8.01. Other Events.
On June 2, 2020, the Company issued a press release announcing the launch of the
Offering. A copy of the press release is filed with this Current Report on
Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
On June 3, 2020, the Company issued a press release announcing the pricing of
the Offering. A copy of the press release is filed with this Current Report on
Form 8-K as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description of Exhibit
1.1 Underwriting Agreement dated June 3, 2020
5.1 Opinion of Fenwick & West LLP
23.1 Consent of Fenwick & West LLP (contained in Exhibit 5.1)
99.1 Press release dated June 2, 2020
99.2 Press release dated June 3, 2020
104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking" statements within the
meaning of the safe harbor provisions of the U.S. Private Securities Litigation
Reform Act of 1995, including, but not limited to, statements the Company makes
regarding the sale of its common stock, its ability to satisfy the customary
closing conditions and complete the Offering, and the anticipated use of the net
proceeds from the Offering. Statements including words such as "anticipate,",
"intend," "plan," "goal," "seek," "believe," "project," "estimate," "continue,"
"expect," "likely," "may", "should," "will," or "ongoing" and all statements
other than statements of historical fact may be deemed to be forward-looking
statements. These forward-looking statements are subject to risks and
uncertainties that may cause the Company's actual activities or results to
differ materially from those expressed or implied in such forward-looking
statements, including risks and uncertainties associated with market conditions
and the satisfaction of customary closing conditions related to the Offering;
and those factors described under the heading "Risk Factors" in documents the
Company files from time to time with the SEC, including in the Company's most
recent Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2020, the prospectus supplement related to the Offering, and subsequent filings
with the SEC. These forward-looking statements speak only as of the date they
are made, and the Company undertakes no obligation to revise or update any
forward-looking statements to reflect events or circumstances after the date of
this Current Report on Form 8-K or to reflect new information or the occurrence
of unanticipated events, except as required by law.
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