Workiva Inc. Files 8-K for Material Definitive Agreement

TL;DR

Workiva signed a big deal, details TBD.

AI Summary

On June 17, 2024, Workiva Inc. entered into a Material Definitive Agreement. The filing does not provide specific details about the agreement, its terms, or any associated dollar amounts. The report is a standard 8-K filing indicating a significant event for the company.

Why It Matters

This filing indicates a significant event for Workiva Inc., potentially impacting its business operations, financial standing, or strategic direction. Investors should monitor for further disclosures.

Risk Assessment

Risk Level: medium — The lack of specific details in this 8-K filing creates uncertainty, requiring further information to assess the true impact and associated risks.

Key Players & Entities

• WORKIVA INC (company) — Registrant

FAQ

Key Financial Figures

• $100 m — Agreement for a total purchase price of $100 million, subject to customary adjustments
• $0.0001 — ares of Sustain common stock, par value $0.0001 per share (the "Common Stock"), and (ii
• $10,000,000 — to which the Company has deposited (i) $10,000,000 for purposes of securing Sellers' oblig
• $1,000,000 — securing Sellers' obligations and (ii) $1,000,000 for purposes of securing any Merger Con

Filing Documents

• wk-20240617.htm (8-K) — 30KB
• exhibit21-projectsapiencex.htm (EX-2.1) — 731KB
• 0001445305-24-000098.txt ( ) — 1001KB
• wk-20240617.xsd (EX-101.SCH) — 2KB
• wk-20240617_lab.xml (EX-101.LAB) — 21KB
• wk-20240617_pre.xml (EX-101.PRE) — 12KB
• wk-20240617_htm.xml (XML) — 3KB

01 - Entry into a Material Definitive Agreement

Item 1.01 - Entry into a Material Definitive Agreement. On June 17, 2024 (the "Effective Date"), Workiva Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Sustain.Life, Inc., a Delaware corporation ("Sustain"), Sapience Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub") and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as representative, agent and attorney-in-fact of the Sellers (the "Sellers Representative"). Pursuant to the Merger Agreement, and subject to the terms and conditions thereof, the Merger Sub merged with and into Sustain (the "Merger"), with Sustain as the surviving corporation and wholly owned subsidiary of the Company. The Merger closed simultaneously with the execution of the Merger Agreement for a total purchase price of $100 million, subject to customary adjustments (the "Merger Consideration"). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement. At the Effective Date, each of (i) the issued and outstanding shares of Sustain common stock, par value $0.0001 per share (the "Common Stock"), and (ii) the issued and outstanding shares of Sustain preferred stock, par value $0.0001 per share (the "Preferred Stock" and together with the Common Stock, the "Shares"), were canceled and converted into the right to receive the pro rata portion of the Merger Consideration applicable to such Shares. Additionally, at the Effective Date, each of Sustain's then outstanding equity awards were treated as follows: (i) all vested equity awards were canceled and converted into the right to receive the pro rata portion of the Merger Consideration applicable to such equity award, net any reductions applicable to such equity awards and (ii) all unvested equity awards were either accelerated or canceled at the discretion of Sustain

01 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits (d) The following exhibits are being filed herewith: Exhibit Number Description 2.1 * Agreement and Plan of Merger, dated as of June 17, 2024, by and among the Company, Sustain, Merger Sub and Sellers Representative 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 18th day of June, 2024. WORKIVA INC. By: /s/ Jill Klindt Name: Jill Klindt Title: Executive Vice President, Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR