Varonis Systems Files 8-K: Material Agreement & Equity Sales

TL;DR

Varonis signed a big deal and sold some stock. Details to come.

AI Summary

On September 5, 2024, Varonis Systems, Inc. entered into a material definitive agreement related to a direct financial obligation. The company also reported on unregistered sales of equity securities and other events. Specific details regarding the agreement and financial obligations were not fully disclosed in this initial filing.

Why It Matters

This filing indicates significant corporate activity for Varonis Systems, including new financial obligations and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements and financial obligations, which inherently carry risks, but the lack of specific details prevents a higher risk assessment.

Key Players & Entities

• Varonis Systems, Inc. (company) — Registrant
• September 5, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share VRNS The Nasdaq Stock Mar
• $460.0 million — ase Agreement") relating to the sale of $460.0 million aggregate principal amount of 1.00% Con
• $60.0 million — asers' option to purchase an additional $60.0 million aggregate principal amount of Notes. Th
• $55.5 million — me. The Company also used approximately $55.5 million of the net proceeds from this offering
• $1,000 — rice" (as defined in the Indenture) per $1,000 principal amount of Notes, as determine
• $67.83 — itial conversion price of approximately $67.83 per share of the Company's common stock
• $104.36 — set subject to a cap initially equal to $104.36 (which represents a premium of 100% ove
• $350 million — uncing its proposed private offering of $350 million aggregate principal amount of convertib
• $400 million — renced offering in an upsized amount of $400 million aggregate principal amount of convertib

Filing Documents

• ea0214060-8k_varonis.htm (8-K) — 49KB
• ea021406001ex4-1_varonis.htm (EX-4.1) — 731KB
• ea021406001ex10-1_varonis.htm (EX-10.1) — 255KB
• ea021406001ex99-1_varonis.htm (EX-99.1) — 18KB
• ea021406001ex99-2_varonis.htm (EX-99.2) — 19KB
• 0001213900-24-077377.txt ( ) — 1452KB
• vrns-20240905.xsd (EX-101.SCH) — 3KB
• vrns-20240905_lab.xml (EX-101.LAB) — 33KB
• vrns-20240905_pre.xml (EX-101.PRE) — 22KB
• ea0214060-8k_varonis_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Indenture and Notes The Notes were issued pursuant to an Indenture dated September 10, 2024 (the "Indenture"), between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The Notes will mature on September 15, 2029, unless earlier converted, redeemed or repurchased. Interest will be payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2025, at a rate of 1.00% per year. The Notes are convertible into shares of the Company's common stock, par value $0.001 per share (the "common stock"), at the option of a holder, prior to the close of business on the business day immediately preceding March 15, 2029, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2024 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five consecutive business day period immediately after any five consecutive trading day period (the "measurement period") in which the "trading price" (as defined in the Indenture) per $1,000 principal amount of Notes, as determined following a request by a holder of the Notes in the manner described in the Indenture, for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day; (3) if the Company calls any or all of the Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of certai

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided in Item 1.01 of this Current Report on Form 8-K under "Indenture and Notes" is hereby incorporated by reference into this Item 2.03. 3

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. The information provided in this Current Report on Form 8-K under "Explanatory Note" and in Item 1.01 under "Indenture and Notes" is hereby incorporated by reference into this Item 3.02. The Company's offering of the Notes to the initial purchasers was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on representations made by the initial purchasers in the Purchase Agreement for the Notes, including that the initial purchasers would only offer, sell or deliver the Notes to persons whom they believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Notes and the shares of the Company's common stock into which the Notes are convertible, if any, have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking" statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Current Report on Form 8-K, including statements regarding the anticipated use of the net proceeds from the offering, and expectations regarding the effect of the Capped Call Transactions and regarding actions of the Option Counterparties and/or their respective affiliates, are forward-looking statements these statements are not guarantees of future performance but are based on management's expectations as of the date of this Current Report on Form 8-K and assumptions that are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking to be materially different from any future results, performance or achievements. Important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements include the following: the anticipated use of the net proceeds of the offering of the Notes; the fact that the Company's management will have broad discretion in the use of the proceeds from the sale of the Notes; the Company's discretion on whether to exercise the option to terminate a portion of the Capped Call Transactions upon certain events in respect of the Notes; the impact of potential information technology, cybersecurity or data security breaches; risks associated with anticipated growth in Varonis' addressable market; general economic and industry conditions, such as foreign currency exchange rate fluctuations and expenditure trends for data and cybersecurity solutions; Varonis' ability to predict the timing and rate of subscription renewals an

01 Other Events

Item 8.01 Other Events On September 5, 2024, the Company issued a press release announcing its proposed private offering of $350 million aggregate principal amount of convertible senior notes due 2029 pursuant to Rule 144A under the Securities Act. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference. On September 5, 2024, the Company issued a press release announcing that it had priced the above-referenced offering in an upsized amount of $400 million aggregate principal amount of convertible senior notes due 2029. A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

01 Financial Statements and Exhibits (d)

Item 9.01 Financial Statements and Exhibits (d) Exhibit No. Description 4.1 Indenture, dated as of September 10, 2024, by and between Varonis Systems, Inc. and U.S. Bank Trust Company, National Association, as Trustee (including Form of Note, representing Varonis Systems, Inc.'s 1.00% Convertible Senior Notes due 2029 included as Exhibit A). 10.1 Form of Confirmation for Capped Call Transactions. 99.1 Press Release dated September 5, 2024. 99.2 Press Release dated September 5, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 5

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. VARONIS SYSTEMS, INC. Dated: September 10, 2024 By: /s/ Dov Gottlieb Name: Dov Gottlieb Title: Vice President and General Counsel 6

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View this 8-K filing on SEC EDGAR