Rimini Street Inc
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 27, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
(a)(1) and (a)(2) Financial Statements and Financial Statement Schedules:
Reference is made to the Index to Financial Statements of the Company under Item 8 of Part II. All financial statement schedules are omitted because they are not applicable, or the amounts are immaterial, not required, or the required information is presented in the financial statements and notes thereto in Item 8 of Part II above.
(b) Exhibits. Certain of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties:
may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;
may apply standards of materiality that differ from those of a reasonable investor; and
were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.
The exhibits listed in the following Exhibit Index are filed or incorporated by reference as part of this Report. The following are exhibits to this Report and, if incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit was included.
EXHIBIT INDEX
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Description | Form | File No. | Exhibit | Filing Date |
| 2.1* | Agreement and Plan of Merger by and among the Registrant, GPIA, Let’s Go, and the Holder Representative named therein, dated as of May 16, 2017 | 8-K | 001-37397 | 2.1 | May 17, 2017 |
| 2.2* | Amendment No. 1 to Agreement and Plan of Merger by and among the Registrant, GPIA, Let’s Go, and the Holder Representative named therein, dated as of June 30, 2017 | 8-K | 001-37397 | 2.1 | June 30, 2017 |
| 3.1* | Amended and Restated Certificate of Incorporation of the Registrant | 8-K | 001-37397 | 3.1 | October 16, 2017 |
| 3.2* | Certificate of Amendment Dated June 6, 2024 to the Amended and Restated Certificate of Incorporation of the Registrant | 8-K | 001-37397 | 3.1 | June 7, 2024 |
| 3.3* | Amended and Restated Bylaws of the Registrant | 10-Q | 001-37397 | 3.2 | November 1, 2023 |
| 4.1* | Form of Common Stock Certificate of the Registrant | S-4 | 333-219101 | 4.5 | June 30, 2017 |
| 4.2+ | Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 | ||||
| 4.3* | Form of Warrant Certificate of the Registrant | S-1 | 333-203500 | 4.3 | April 17, 2015 |
| 4.4* | Warrant Consent and Conversion Agreement by and among the Registrant, GPIA and CB Agent Services LLC, dated as of May 16, 2017 | S-4 | 333-219101 | 4.8 | June 30, 2017 |
| 4.5* | Registration Rights Agreement, dated July 19, 2018 | 8-K | 001-37397 | 10.1 | July 19, 2018 |
| 4.6* | Registration Rights Agreement, dated March 7, 2019 | 8-K/A | 001-37397 | 10.2 | March 12, 2019 |
| 4.7* | Amended and Restated Investors’ Rights Agreement, dated October 31, 2016, between Rimini Street, Inc., a Nevada corporation, and certain holders of Rimini Street, Inc.’s, a Nevada corporation’s, capital stock named therein | S-4 | 333-21910 | 4.7 | June 30, 2017 |
| 10.1* | Form of Indemnification Agreement between the Registrant and each of its directors and executive officers | 8-K | 001-37397 | 10.1 | October 16, 2017 |
| 10.2*† | Rimini Street, Inc. 2013 Equity Incentive Plan, including form agreements under the 2013 Equity Incentive Plan | S-4/A | 333-219101 | 10.20 | August 9, 2017 |
| 10.3*† | Form of RSU Award Agreement under the 2013 Equity Incentive Plan effective February 23, 2021 | 10-K | 001-37397 | 10.4 | March 3, 2021 |
| 10.4*† | Form of Notice of Performance Unit Grant and Global Performance Unit Award Agreement under the 2013 Equity Incentive Plan Effective April 1, 2023 | 8-K | 001-37397 | 10.1 | April 6, 2023 |
| 10.5*† | Rimini Street, Inc. Executive Incentive Compensation Plan | S-4/A | 333-219101 | 10.52 | August 9, 2017 |
| 10.6*† | Amended and Restated Employment Agreement dated October 29, 2024 by and between Rimini Street, Inc. and Seth A. Ravin | 10-Q | 001-37397 | 10.1 | October 30, 2024 |
| 10.7*† | Offer Letter to Michael Perica dated August 28, 2020 | 8-K | 001-37397 | 10.1 | October 1, 2020 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Description | Form | File No. | Exhibit | Filing Date |
| 10.8*† | Non-Employee Director Compensation Policy Effective January 1, 2021 | 8-K | 001-37397 | 10.1 | December 23, 2020 |
| 10.9* | Rimini Street, Inc. Employee Stock Purchase Plan | 8-K | 001-37397 | 10.1 | June 8, 2018 |
| 10.10* | Amended and Restated Credit Agreement dated as of April 30, 2024, by and among Rimini Street, Inc., as borrower, the lenders party thereto and Capital One, National Association, as a lender, swing lender and agent for all lenders | 10-Q | 001-37397 | 10.1 | May 2, 2024 |
| 10.11* | Amended and Restated Guaranty and Security Agreement dated as of April 30, 2024, by and among Rimini Street, Inc., the other grantors named therein and Capital One, National Association, as agent | 10-Q | 001-37397 | 10.2 | May 2, 2024 |
| 19.1+ | Insider Trading Policy and Guidelines with Respect to Certain Transactions in Securities | ||||
| 21.1+ | List of subsidiaries of the Registrant | ||||
| 23.1+ | Consent of KPMG LLP, Independent Registered Public Accounting Firm | ||||
| 31.1+ | Certification of Seth A. Ravin, President and Chief Executive Officer Pursuant to Rule 13a-14(a) | ||||
| 31.2+ | Certification of Michael L. Perica, Chief Financial Officer, Pursuant to Rule 13a-14(a) | ||||
| 32.1++ | Certification of Seth A. Ravin, President and Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350 | ||||
| 32.2++ | Certification of Michael L. Perica, Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350 | ||||
| 97.1* | Policy Relating to Recovery of Erroneously Awarded Compensation | 10-K | 001-37397 | 97.1 | February 28, 2024 |
| 101.INS+ | Inline XBRL Instance Document | ||||
| 101.SCH+ | Inline XBRL Taxonomy Extension Schema | ||||
| 101.CAL+ | Inline XBRL Taxonomy Extension Calculation Linkbase | ||||
| 101.DEF+ | Inline XBRL Taxonomy Extension Definition Linkbase | ||||
| 101.LAB+ | Inline XBRL Taxonomy Extension Label Linkbase | ||||
| 101.PRE+ | Inline XBRL Taxonomy Extension Presentation Linkbase | ||||
| 104+ | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101) | ||||
- Previously filed and incorporated herein by reference.
- Filed herewith.
++ In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.
† Management contract or compensatory plan or arrangement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.