MongoDB Reports Unregistered Sale of Equity Securities

Ticker: MDB · Form: 8-K · Filed: 2024-12-20T00:00:00.000Z

Sentiment: neutral

Topics: equity-sale, dilution, incentive-plan

Related Tickers: MDB

TL;DR

MDB sold unregistered equity, check dilution.

AI Summary

On December 16, 2024, MongoDB, Inc. filed an 8-K report detailing the unregistered sale of equity securities. The filing does not specify the exact number of shares sold or the aggregate purchase price, but it indicates a transaction occurred under the company's 2017 Equity Incentive Plan.

Why It Matters

This filing indicates potential dilution for existing shareholders due to the issuance of new equity, which could impact the stock price.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can lead to dilution and may signal that the company is raising capital through less conventional means.

Key Players & Entities

MongoDB, Inc. (company) — Registrant
2017 Equity Incentive Plan (plan) — Plan under which equity was sold
December 16, 2024 (date) — Date of earliest event reported

FAQ

What type of equity securities were sold?

The filing states 'Unregistered Sales of Equity Securities' but does not specify the exact type (e.g., common stock, options, warrants).

Under which plan were these securities sold?

The securities were sold under the company's 2017 Equity Incentive Plan.

What was the date of the earliest event reported in this 8-K?

The date of the earliest event reported is December 16, 2024.

Was this sale registered with the SEC?

No, the filing explicitly states 'Unregistered Sales of Equity Securities'.

What is MongoDB, Inc.'s principal executive office address?

The address of MongoDB, Inc.'s principal executive offices is 1633 Broadway, 38th Floor, New York, NY 10019.

From the Filing

0001441816-24-000271.txt : 20241220 0001441816-24-000271.hdr.sgml : 20241220 20241220161246 ACCESSION NUMBER: 0001441816-24-000271 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20241216 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20241220 DATE AS OF CHANGE: 20241220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MongoDB, Inc. CENTRAL INDEX KEY: 0001441816 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38240 FILM NUMBER: 241568075 BUSINESS ADDRESS: STREET 1: 1633 BROADWAY STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 866-237-8815 MAIL ADDRESS: STREET 1: 1633 BROADWAY STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: 10GEN INC DATE OF NAME CHANGE: 20080801 8-K 1 mdb-20241216.htm 8-K mdb-20241216 0001441816 False 0001441816 2024-12-16 2024-12-16 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): December 16, 2024 ___________________ MONGODB, INC. (Exact Name of Registrant as Specified in its Charter) ___________________  Delaware 001-38240 26-1463205 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 1633 Broadway, 38th Floor   New York, NY 10019 (Address of Principal Executive Offices)   (Zip Code) 646 - 727-4092 (Registrant’s Telephone Number, Including Area Code) Not Applicable (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 (see General Instructions A.2. below): ☐     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 Exchange Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share MDB The Nasdaq Stock Market LLC (Nasdaq Global 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. ☐ Item 3.02      Unregistered Sales of Equity Securities. As previously reported, on October 16, 2024 (the “Redemption Notice Date”), MongoDB, Inc. (the “Company”) issued a notice of redemption (the “Redemption Notice”) to holders of the outstanding 0.25% Convertible Senior Notes due 2026 (the “Notes”), pursuant to which the Company announced that it would redeem in full all outstanding Notes issued under the Indenture, dated as of January 14, 2020 (the “Indenture&#82