PAR Technology Corp. Files 8-K on Equity Sales

TL;DR

PAR Tech filed an 8-K on Dec 30 for unregistered equity sales. Watch for details.

AI Summary

On December 30, 2024, PAR Technology Corporation filed an 8-K report detailing unregistered sales of equity securities and other events. The filing also includes financial statements and exhibits, with the report being filed as of January 2, 2025.

Why It Matters

This filing indicates potential equity transactions by PAR Technology Corporation, which could impact its capital structure and shareholder value.

Risk Assessment

Risk Level: medium — Unregistered equity sales can sometimes signal dilution or changes in ownership structure, requiring closer examination.

Key Players & Entities

• PAR Technology Corporation (company) — Registrant
• December 30, 2024 (date) — Date of earliest event reported
• January 2, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $132.0 million — get in consideration for the payment of $132.0 million ("Merger Consideration" and such transa

Filing Documents

• par-20241230.htm (8-K) — 32KB
• a010225ptcprojectapollodel.htm (EX-99.1) — 15KB
• newparlogoa.jpg (GRAPHIC) — 41KB
• par-20241230_g1.jpg (GRAPHIC) — 41KB
• 0000708821-25-000002.txt ( ) — 327KB
• par-20241230.xsd (EX-101.SCH) — 2KB
• par-20241230_lab.xml (EX-101.LAB) — 22KB
• par-20241230_pre.xml (EX-101.PRE) — 13KB
• par-20241230_htm.xml (XML) — 3KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. In connection with the Merger described below in Item 8.01, which description is incorporated by reference into this Item 3.02, PAR Technology Corporation, a Delaware corporation ("PAR"), will issue approximately 1,503,161 shares of its common stock (the "Share Consideration") to holders of equity interests of Delaget, LLC, a Delaware limited liability company ("Delaget"), subject to reduction for cash paid to equity holders of Delaget who are unaccredited investors in lieu of Share Consideration. The issuance of the Share Consideration will be made in reliance on an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof. PAR has agreed to register the Share Consideration for resale with the Securities and Exchange Commission.

01 Other Events

Item 8.01 Other Events. Consistent with and in furtherance of its strategy to enhance and expand its omnichannel solutions through strategic acquisitions of complementary companies, products, and technologies, on December 31, 2024 (the "Signing/Closing Date"), PAR entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, on the Signing/Closing Date, PAR acquired 100% of the outstanding equity interests of Delaget in consideration for the payment of $132.0 million ("Merger Consideration" and such transaction, the "Merger"). The Merger Consideration is subject to adjustment for any cash, indebtedness (including debt-like items), and net working capital of the acquired entities. Other than amounts paid in cash to equity holders of Delaget who are unaccredited investors, the Merger Consideration will be paid in Share Consideration. On January 2, 2025, PAR issued a press release announcing the Merger. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. On December 30, 2024, in recognition of the exceptional performance and leadership Savneet Singh, PAR's Chief Executive Officer and President, demonstrated throughout PAR's year ended December 31, 2024 in driving shareholder value, including PAR's acquisitions of Stuzo LLC and TASK Group Holdings Limited, PAR's disposition of its Government segment, and various financing and other transactions, Mr. Singh was granted 61,282 time-vesting restricted stock units ("RSUs"), with each restricted stock unit representing the right to receive one share of PAR common stock upon vesting. Subject to Mr. Singh's continued service with PAR through and including the applicable vesting date, the RSUs will vest 15%, 15% and 70% on January 1, 2026, January 1, 2027 and January 1, 2028, respectively. The RSUs were granted under the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan (as the same may be amended or restated from time to time, or

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Exhibit Description 99.1 PAR Technology Corporation Press Release dated January 2, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

Forward-Looking Statements. This Current Report on Form 8-K and the press release filed herewith contain "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, Section 27A of the Securities Act and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical in nature, but rather are predictive of PAR's future operations, financial condition, financial results, business strategies and prospects. Forward-looking statements are generally identified by words such as "anticipate", "believe," "belief," "continue," "could," "expect," "estimate," "intend," "may," "opportunity," "plan," "should," "will," "would," "will likely result," and similar expressions. Forward-looking statements are based on management's current expectations and assumptions that are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause PAR's actual results to differ materially from those expressed in or implied by forward-looking statements, including statements expressing optimism about future business, operational, and growth opportunities and product offerings. Risks and uncertainties that could cause or contribute to such differences include potential business uncertainties relating to the Merger, including possible disruptions to PAR's business and operational relationships and its ability to achieve anticipated synergies; risks and uncertainties related to the cost, timing, and complexity of integration; as well as, but not exclusively, the risks and uncertainties discussed in PAR's Annual Report on Form 10-K for the year ended December 31, 2023 and its other filings with the Securities and Exchange Commission. Forward-looking statements contained herein and in the press release are based solely on the information known to PAR's management and speak only as of the date of this report. PAR undertakes no obligation to update or revise publicly any

SIGNATURES

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. PAR TECHNOLOGY CORPORATION (Registrant) Date: January 2, 2025 /s/ Bryan A. Menar Bryan A. Menar Chief Financial Officer (Principal Financial Officer)

View Full Filing

View this 8-K filing on SEC EDGAR