Item 2.01. Completion of Acquisition or Disposition of Assets.
On May 3, 2022, SentinelOne, Inc., a Delaware corporation ("SentinelOne" or the
"Company"), completed the previously disclosed transactions contemplated by that
certain Agreement and plan of Merger by and between the Company, certain of its
wholly owned subsidiaries, Attivo Networks, Inc. (the "Target") and Fortis
Advisors LLC (solely in its capacity as the representative of stockholders of
the Target), dated as of March 15, 2022 (the "Merger Agreement"). Under the
terms of the Merger Agreement, SentinelOne acquired the Target for total
consideration of approximately $351.5 million in cash and 6,032,231 in shares of
the Company's Class A common stock (the "Stock Consideration"), subject to
adjustments set forth in the Merger Agreement (the "Aggregate Consideration") in
exchange for all the issued and outstanding equity of the Target (the
"Acquisition"). The number of shares issued in connection with the Stock
Consideration was based on a fixed value of $40.49 per share, which represents
the average of the daily volume weighted average sales price of a share of the
Company's Class A common stock for the 30 consecutive trading days ending on
March 14, 2022), subject to adjustments as set forth in the Merger Agreement.
Outstanding Target stock options that were vested as of the closing of the
transaction were cancelled in exchange for a cash payment. Outstanding Target
stock options that were unvested were converted into options to purchase an
aggregate of 378,828 shares of the Company's Class A common stock, subject to
certain vesting conditions. The Company will establish a customary retention
pool for continuing employees of the Target that will be granted under the
Company's 2021 Equity Incentive Plan.
In connection with closing of the Acquisition approximately $61.3 million of the
Aggregate Consideration will be held in escrow, for a 15-month escrow period to
serve as security for potential indemnification claims under the Merger
Agreement. The Aggregate Consideration paid at Closing was subject to customary
adjustments for working capital, transaction expenses, cash and indebtedness.
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 reference to, the full text of the Merger
Agreement, a copy of which will be filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2022.
Item 3.02. Unregistered Sales of Equity Securities.
The information contained in Item 1.01 is incorporated herein by reference.
As described in Item 1.01, under the terms of the Merger Agreement, on May 3,
2022, the Company issued 6,032,232 shares of SentinelOne's Class A common stock.
This issuance and sale is exempt from registration under the Securities Act of
1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the
Securities Act. Accordingly, the offer and sale of shares of the Company's
Class A common stock have not been registered under the Securities Act and such
shares may not be offered or sold in the United States except pursuant to an
effective registration statement or applicable exemption from the registration
requirements of the Securities Act and any applicable state securities laws.
Item 7.01. Regulation FD Disclosure.
On May 4, 2022, the Company issued a press release announcing the closing of the
Acquisition. A copy of the press release is furnished herewith as Exhibit 99.1.
The information set forth under this Item 7.01, including Exhibit 99.1, shall
not 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 a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Exhibit Description
99.1 Press Release issued by SentinelOne, Inc. dated May 4, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses