UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.02. Termination of a Material Definitive Agreement.
On May 1, 2023, Brightcove Inc. (the “Company”) notified Cowen and Company, LLC (“Cowen”) of its decision to terminate the Sales Agreement, dated as of February 23, 2023 (the “Sales Agreement”) between the Company and Cowen, effective as of May 1, 2023 (the “Termination Date”). The Sales Agreement provided for the offer and sale of the Company’s common stock, par value $0.001 per share (“Common Stock”), from time to time through Cowen as its sales agent, in an “at the market” equity offering program (the “ATM Program”), subject to the maximum aggregate dollar amount registered pursuant to the applicable prospectus supplement. The Company previously announced that, in light of current market conditions, the Company did not intend to make sales under the ATM Program and suspended the ATM Program. The Company ultimately determined to exercise its option to terminate the Sales Agreement due to such conditions. Through the Termination Date, the Company made no sales under the ATM Program.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which was filed as Exhibit 1.2 to the Company’s Registration Statement on Form S-3 filed with the SEC on February 23, 2023.
Item 2.02. Results of Operations and Financial Condition.
On May 3, 2023, the Company issued a press release announcing certain financial and other information for the quarter ended March 31, 2023. The full text of the press release and the related attachments are furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 2.05. Costs Associated with Exit or Disposal Activities.
On April 28, 2023, the Board of Directors of the Company authorized a restructuring (the “Plan”) that is designed to reduce operating costs, improve operating margins and focus on key growth and strategic priorities. The Plan includes a reduction of the Company’s current workforce by approximately 10%.
In connection with the Plan, the Company estimates that it will incur charges of between $2.0 million and $2.2 million related to employee severance costs, consisting primarily of cash expenditures.
The actions associated with the workforce reduction under the Plan are expected to be substantially complete by the end of the second quarter of 2023, subject to local law and consultation requirements. The estimates of the charges and expenditures that the Company expects to incur in connection with the Plan, and timing thereof, are subject to a number of assumptions, including local law requirements in various jurisdictions, and actual amounts may differ from the estimates discussed above.
Safe Harbor Statement
Information provided in this Item 2.05 of this Current Report on Form 8-K, including information concerning the expected amount and timing of charges and cash expenditures and expected completion of the contemplated actions, are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon the Company’s current plans, assumptions, beliefs, and expectations. Forward-looking statements are subject to the occurrence of many events outside of the Company’s control. Actual results and the timing of events may differ materially from those contemplated by such forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties.
These risks and uncertainties include, among other things, the risk that the restructuring costs and charges may be greater than anticipated or incurred in different periods than anticipated; the risk that the Company’s restructuring efforts may adversely affect the Company’s internal programs and the Company’s ability to recruit and retain skilled and motivated personnel, and may be distracting to employees and management; the risk that the Company’s restructuring efforts may negatively impact the Company’s business operations and reputation with or ability to serve customers; the risk that the Company’s restructuring efforts may not generate their intended benefits to the extent or as quickly as anticipated; and other risks and uncertainties included in the reports on Forms 10-K, 10-Q and 8-K and in other filings the Company makes with the Securities and Exchange Commission from time to time, available at www.sec.gov. Forward-looking statements should be considered in light of these risks and uncertainties. Investors and others are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements contained herein speak only as of the date hereof. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release of Brightcove Inc. dated May 3, 2023, including attachments, furnished herewith. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
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.
| Date: May 3, 2023 | Brightcove Inc. | |||||
| By: | /s/ Robert Noreck | |||||
| Robert Noreck | ||||||
| Chief Financial Officer | ||||||