Comscore Files 8-K on Equity Sales and Security Holder Rights

TL;DR

Comscore filed an 8-K detailing equity sales and changes affecting security holders.

AI Summary

Comscore, Inc. entered into a Material Definitive Agreement on July 23, 2024, related to unregistered sales of equity securities. The filing also addresses material modifications to the rights of security holders and includes financial statements and exhibits. Specific details regarding the agreement's terms and financial implications are not fully disclosed in this initial filing.

Why It Matters

This filing indicates potential changes in Comscore's capital structure or shareholder rights, which could impact the value and trading of its securities.

Risk Assessment

Risk Level: medium — The filing involves unregistered equity sales and modifications to security holder rights, which can introduce uncertainty and potential dilution.

Key Numbers

• 001-33520 — SEC File Number (Identifies Comscore's filing with the SEC.)
• 54-1955550 — IRS Employer Identification No. (Comscore's tax identification number.)

Key Players & Entities

• COMSCORE, INC. (company) — Registrant
• July 23, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Reston, Virginia (location) — Principal executive offices

FAQ

From the Filing

0001158172-24-000091.txt : 20240725 0001158172-24-000091.hdr.sgml : 20240725 20240725160923 ACCESSION NUMBER: 0001158172-24-000091 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 20 CONFORMED PERIOD OF REPORT: 20240723 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20240725 DATE AS OF CHANGE: 20240725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMSCORE, INC. CENTRAL INDEX KEY: 0001158172 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 541955550 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33520 FILM NUMBER: 241142131 BUSINESS ADDRESS: STREET 1: 11950 DEMOCRACY DRIVE STREET 2: SUITE 600 CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 703-438-2000 MAIL ADDRESS: STREET 1: 11950 DEMOCRACY DRIVE STREET 2: SUITE 600 CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: COMSCORE NETWORKS INC DATE OF NAME CHANGE: 20010827 8-K 1 scor-20240723.htm 8-K scor-20240723 0001158172 false 0001158172 2024-07-23 2024-07-23 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 23, 2024 COMSCORE, INC. (Exact name of registrant as specified in charter)   Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 11950 Democracy Drive Suite 600 Reston , Virginia 20190 (Address of principal executive offices, including zip code) ( 703 ) 438–2000 (Registrant’s telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Common Stock, par value $0.001 per share SCOR NASDAQ Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 1 Item 1.01 Entry into a Material Definitive Agreement. Overview On July 24, 2024, comScore, Inc. (the "Company") issued 13.3 million additional shares of Series B Convertible Preferred Stock, par value $0.001 ("Preferred Stock") to the existing holders of Preferred Stock in exchange for cancellation of the Company's obligation to pay accrued dividends totaling $32.8 million to such holders for annual dividend periods ended in 2023 and 2024. As of the issuance date, the additional shares of Preferred Stock were convertible into approximately 0.7 million shares of the Company's Common Stock, par value $0.001 ("Common Stock"), represe