JFrog Ltd. Files 8-K on Equity Sales and Disclosures

TL;DR

JFrog filed an 8-K for unregistered equity sales, FD disclosures, and financials.

AI Summary

On June 23, 2024, JFrog Ltd. filed an 8-K report detailing unregistered sales of equity securities. The filing also included Regulation FD disclosures and financial statements/exhibits. The company's principal executive offices are located at 270 E. Caribbean Drive, Sunnyvale, California.

Why It Matters

This filing indicates potential new equity issuance by JFrog Ltd., which could impact share dilution and company capitalization.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can sometimes signal financial distress or dilution concerns for existing shareholders.

Key Players & Entities

• JFrog Ltd. (company) — Registrant
• June 23, 2024 (date) — Date of earliest event reported
• 270 E. Caribbean Drive, Sunnyvale, California (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $230 million — e "Acquisition") totaling approximately $230 million. The Company expects to complete the Ac
• $38 million — e Acquisition consists of approximately $38 million in value, or an estimated 1,152,913 unr
• $10 million — hare Consideration"), and approximately $10 million of restricted share units issuable unde

Filing Documents

• frog-20240623.htm (8-K) — 45KB
• frog-ex99_1.htm (EX-99.1) — 35KB
• 0000950170-24-077063.txt ( ) — 196KB
• frog-20240623.xsd (EX-101.SCH) — 24KB
• frog-20240623_htm.xml (XML) — 4KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On June 23, 2024, JFrog Ltd., a company organized under the laws of the State of Israel (the "Company"), entered into a Share Purchase Agreement (the "Purchase Agreement") with Qwak AI Ltd., a company organized under the laws of the State of Israel (the "Target"), the Target shareholders, and the shareholder representative for the Indemnifying Parties (as defined in the Purchase Agreement), in connection with the transactions contemplated by the Purchase Agreement, pursuant to which the Company agreed to acquire the Target through a combination of cash and share consideration (the "Acquisition") totaling approximately $230 million. The Company expects to complete the Acquisition in the third calendar quarter of 2024, at which time the Target will become a wholly-owned subsidiary of the Company (the "Closing"). A portion of the consideration payable in connection with the Acquisition consists of approximately $38 million in value, or an estimated 1,152,913 unregistered ordinary shares of the Company (the "Unregistered Share Consideration"), and approximately $10 million of restricted share units issuable under the Company's 2020 Share Incentive Plan, which have been registered on a Form S-8 previously filed with the SEC (together, the "Aggregate Share Purchase Price"). Pursuant to the Purchase Agreement, the total number of ordinary shares issuable upon the Closing will be determined by dividing the Aggregate Share Purchase Price by the average of the closing price for the Company's ordinary shares as quoted on the NASDAQ Global Select Market over the period of thirty (30) trading days ending on and including the third trading day immediately preceding the date of the Closing, rounded to two decimal points, subject further to adjustments, as set forth in the Purchase Agreement. The issuance of the Unregistered Share Consideration will be made in reliance upon the exemptions or exclusions from the registration r

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. The information contained in Item 3.02 above is incorporated herein by reference. On June 25, 2024, the Company issued a press release announcing its entry into the Purchase Agreement. A copy of the press release is furnished herewith as Exhibit 99.1. The press release also reiterated the Company's previously issued guidance for the second quarter of 2024 and fiscal year 2024, which is described in the press release. 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. The information in Exhibit 99.1 attached to this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing. (d) Exhibits Exhibit Number Exhibit Description 99.1 Press release of JFrog Ltd. dated June 25, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE 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. JFrog Ltd. Date: June 25, 2024 By: /s/ Eduard Grabscheid Eduard Grabscheid Chief Financial Officer

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View this 8-K filing on SEC EDGAR