Item 1.01  Entry into a Material Definitive Agreement.
On September 13, 2021, Tenable, Inc. (the "Purchaser"), a wholly owned
subsidiary of Tenable Holdings, Inc. ("Tenable"), entered into a share purchase
agreement (the "Purchase Agreement") by and among the Purchaser, Accurics, Inc.,
a Delaware corporation ("Accurics"), the shareholders of Accurics identified in
the Purchase Agreement or joined to the Purchase Agreement pursuant to a joinder
agreement (collectively, the "Sellers"), and Shareholder Representative Services
LLC, a Colorado limited liability company, as the representative of the Sellers
(the "Sellers' Representative"), pursuant to which Purchaser will acquire all of
the outstanding share capital of Accurics (the "Acquisition"). The aggregate
purchase price for the Acquisition is approximately $160 million in cash,
subject to certain customary purchase price adjustments set forth in the
Purchase Agreement.
Under the terms of the Purchase Agreement, all outstanding and unexercised
options (other than underwater options) as well as all Ungranted Equity Awards
(as defined in the Purchase Agreement) immediately prior to closing shall be
canceled in exchange for cash in the amounts set forth in the Purchase
Agreement. In addition, all outstanding common shares of Accurics that are
subject to forfeiture or a right of repurchase by Accurics immediately prior to
closing (the "Restricted Shares") shall accelerate and become fully vested and
the restrictions and limitations applicable to such Restricted Shares shall
lapse. Further, in connection with the Acquisition, the Company shall amend the
terms of all outstanding warrants to provide that such warrants shall be
cancelled, terminated and extinguished as of the closing of the Acquisition in
exchange for the right to receive cash consideration as described in the
Purchase Agreement.
The Purchase Agreement contains representations, warranties and covenants of
Purchaser, Accurics and the Sellers that are customary for a transaction of this
nature. The Acquisition is expected to close late in the third quarter or early
in the fourth quarter of 2021, subject to the satisfaction of customary closing
conditions. The Purchase Agreement also contains customary indemnification
provisions whereby the Sellers will indemnify the Purchaser for certain damages
arising out of inaccuracies in, or breaches of, the representations, warranties
and covenants of Accurics, pre-closing taxes of Accurics, and certain other
matters, subject to certain caps and thresholds.
The foregoing description of the Purchase Agreement does not purport to be
complete and is qualified in its entirety by the full text of the Purchase
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated by reference herein. The Purchase Agreement has
been attached to provide investors with information regarding its terms. It is
not intended to provide any other factual information about the Purchaser,
Accurics or the Sellers. In particular, the assertions embodied in the
representations and warranties contained in the Purchaser Agreement are
qualified by information in a confidential disclosure schedule provided by
Accurics to the Purchaser in connection with the signing of the Purchaser
Agreement. This confidential disclosure schedule contains information that
modifies, qualifies and creates exceptions to the representations and warranties
and certain covenants set forth in the Purchaser Agreement. Moreover, certain
representations and warranties in the Purchase Agreement were used for the
purposes of allocating risk between the Purchaser and Accurics rather than
establishing matters of fact. Accordingly, the representations and warranties in
the Purchase Agreement should not be relied on as characterization of the actual
state of facts about the Purchaser, Accurics or the Sellers
Item 7.01. Regulation FD Disclosure
On September 13, 2021, Tenable issued a press release relating to the
Acquisition. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
The information in this Item 7.01 of this Current Report on 8-K (including
Exhibit 99.1) is furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the
liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of
1933, as amended. The information shall not be deemed incorporated by reference
into any other filing with the Securities and Exchange Commission made by the
Company, whether made before or after today's date, regardless of any general
incorporation language in such filing, except as shall be expressly set forth by
specific references in such filing.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking information related to
Tenable, Accurics and the Acquisition that involves substantial risks,
uncertainties and assumptions that could cause actual results to differ
materially from those expressed or implied by such statements. Forward-looking
statements in this communication include, among other things, statements about
the potential benefits of the Acquisition, anticipated earnings enhancements,
anticipated capital

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expenditures and product developments and other possible or assumed business
strategies, potential growth opportunities, new products and potential market
opportunities. Risks and uncertainties include, among other things, our ability
to successfully integrate Accurics' operations; our ability to implement our
plans, forecasts and other expectations with respect to Accurics' business; our
ability to realize the anticipated benefits of the Acquisition, including the
possibility that the expected benefits from the Acquisition will not be realized
or will not be realized within the expected time period; our ability to
consummate the transaction pursuant to the terms and in accordance with the
timing described in this Form 8-K; failure to obtain necessary regulatory
approvals (and the risk that such approvals may result in the imposition of
conditions that could adversely affect the combined company or the expected
benefits of the transaction); disruption from the Acquisition making it more
difficult to maintain business and operational relationships; the inability to
retain key employees; the negative effects of the consummation of the
Acquisition on the market price of our common stock or on our operating results;
unknown liabilities; attracting new customers and maintaining and expanding our
existing customer base, our ability to scale and update our platform to respond
to customers' needs and rapid technological change, increased competition on our
market and our ability to compete effectively, and expansion of our operations
and increased adoption of our platform internationally.
Additional risks and uncertainties that could affect our financial results are
included in the section titled "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in our Annual Report
on Form 10-K for the year ended December 31, 2020, our quarterly report on Form
10-Q for the quarter ended June 30, 2021 and other filings that we make from
time to time with the Securities and Exchange Commission which are available on
the SEC's website at www.sec.gov. In addition, any forward-looking statements
contained in this communication are based on assumptions that we believe to be
reasonable as of this date. Except as required by law, we assume no obligation
to update these forward-looking statements, or to update the reasons if actual
results differ materially from those anticipated in the forward-looking
statements.
Item 9.01  Financial Statements and Exhibits.
(d)   Exhibits
   Exhibit Number                                           Description
        10.1*                 Share Purchase Agreement, dated as of September 1    3    , 2021, by and
                            among Tenable, Inc., Accurics, Inc., the

shareholders of Accurics identified


                            in the Purchase Agreement or joined to the

Purchase Agreement pursuant to a


                            joinder agreement, and Shareholder

Representative Services LLC, as the


                            representative of Accurics' shareholders thereunder.
        99.1                  Press release, dated September 13, 2021.
       101.SCH              Inline XBRL Taxonomy Extension Schema Document.
       101.LAB              Inline XBRL Taxonomy Extension Label Linkbase Document.
       101.PRE              Inline XBRL Taxonomy Extension Presentation Linkbase Document.
         104                The cover page from Tenable's 8-K filed on

September 13, 2021, formatted in


                            Inline XBRL.

________________


(*)  Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar
attachments have been omitted. The registrant hereby agrees to furnish a copy of
any omitted schedule or similar attachment to the SEC upon request.

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