JFrog Ltd 8-K, filed Jun 25, 2024
JFrog Ltd (FROG)
About this 8-K
JFrog Ltd filed this 8-K on June 25, 2024, reporting on events of June 23, 2024.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: ( |
||||
|
||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
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.
On June 23, 2024, JFrog Ltd., a company organized under the laws of the State of Israel (the “Company”), entered into a Share Purchase Agreement (the “Purchase Agreement”) with Qwak AI Ltd., a company organized under the laws of the State of Israel (the “Target”), the Target shareholders, and the shareholder representative for the Indemnifying Parties (as defined in the Purchase Agreement), in connection with the transactions contemplated by the Purchase Agreement, pursuant to which the Company agreed to acquire the Target through a combination of cash and share consideration (the “Acquisition”) totaling approximately $230 million. The Company expects to complete the Acquisition in the third calendar quarter of 2024, at which time the Target will become a wholly-owned subsidiary of the Company (the “Closing”).
A portion of the consideration payable in connection with the Acquisition consists of approximately $38 million in value, or an estimated 1,152,913 unregistered ordinary shares of the Company (the “Unregistered Share Consideration”), and approximately $10 million of restricted share units issuable under the Company’s 2020 Share Incentive Plan, which have been registered on a Form S-8 previously filed with the SEC (together, the “Aggregate Share Purchase Price”). Pursuant to the Purchase Agreement, the total number of ordinary shares issuable upon the Closing will be determined by dividing the Aggregate Share Purchase Price by the average of the closing price for the Company’s ordinary shares as quoted on the NASDAQ Global Select Market over the period of thirty (30) trading days ending on and including the third trading day immediately preceding the date of the Closing, rounded to two decimal points, subject further to adjustments, as set forth in the Purchase Agreement.
The issuance of the Unregistered Share Consideration will be made in reliance upon the exemptions or exclusions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) contained in Regulation S and Section 4(a)(2) of the Securities Act.
Item 7.01 Regulation FD Disclosure.
The information contained in Item 3.02 above is incorporated herein by reference.
On June 25, 2024, the Company issued a press release announcing its entry into the Purchase Agreement. A copy of the press release is furnished herewith as Exhibit 99.1. The press release also reiterated the Company’s previously issued guidance for the second quarter of 2024 and fiscal year 2024, which is described in the press release.
The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
The information in Exhibit 99.1 attached to this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
(d) Exhibits
Exhibit Number |
|
Exhibit Description |
99.1 |
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
|
|
|
JFrog Ltd. |
|
|
|
|
Date: |
June 25, 2024 |
By: |
/s/ Eduard Grabscheid |
|
|
|
Eduard Grabscheid |
Exhibit 99.1
JFrog to Acquire Qwak AI to Streamline AI Models
from Development to Production
JFrog's solution will be expanding to deliver advanced MLOps capabilities to organizations, enabling building, deployment, management, and monitoring of AI workflows from GenAI and LLMs to classic ML models, all within a unified platform.
Sunnyvale, Calif. – June 25, 2024 — JFrog Ltd. (Nasdaq: FROG), the Liquid Software company and creators of the JFrog Software Supply Chain Platform that offers DevOps and DevSecOps solutions, today announced it has entered into a definitive agreement to acquire Qwak AI Ltd., creators of the AI and MLOps platform.
With the acquisition, JFrog aims to offer a unified and scalable solution for DevOps, Security, and MLOps stakeholders. This advanced, industry-leading MLOps functionality is designed to free data scientists and developers from infrastructure concerns, accelerating the creation and delivery of AI-powered applications. JFrog is the single system of record for all software packages (binaries), including models stored in Artifactory. Enhancing its machine learning (ML) model capabilities will enable users to streamline models from development to deployment.
"Next-generation Software Supply Chain platforms will need to expand and natively include MLOps solutions to better serve development organizations," said Shlomi Ben Haim, CEO and Co-founder of JFrog. "We’re excited to combine Qwak’s MLOps solution with our platform to empower our customers' AI journey. Qwak's solution, powered by JFrog Artifactory as the model registry of choice and JFrog Xray for scanning and securing ML models, will enhance user efficiency and provide a unified platform experience for DevOps, DevSecOps, MLOps, and MLSecOps. We’re looking forward to leaping higher with Qwak’s team!" Ben Haim added.
As part of the JFrog Platform, Qwak technology will deliver a straightforward and hassle-free user experience for bringing models to production, combined with the level of trust and provenance enterprises expect from JFrog as they deliver AI-powered applications. This combination leverages Qwak’s advanced model training and serving capabilities to manage
the previously-siloed and complex lifecycle of models, alongside model storage management and security scanning of models provided by JFrog.
The acquisition follows a successful integration between JFrog and Qwak solutions announced earlier this year, based on JFrog’s “model as a package” approach. The holistic solution aims to eliminate the need for separate tools, separate compliance efforts and will offer full traceability in a single solution.
“We’re beyond excited to join the JFrog family and to help customers accelerate their AI initiatives,” said Alon Lev, CEO and Co-Founder of Qwak. “Our founding vision for Qwak was to change the way software development teams and Data Scientists work together to bring AI assets into production. With the power of the JFrog Software Supply Chain Platform to deliver secure software components at scale, we’re creating a whole new experience that will pave the way for unified digital delivery teams to bring responsible, secured models into their applications much more simply and predictably.”
Speed to market and a secure flow of ML models - the fuel behind artificial intelligence - is the key driver behind modern MLOps initiatives as companies attempt to deliver AI-powered applications. According to Gartner, MLOps plays a critical role in the operationalization of AI, with 75% of companies shifting from piloting to operation of AI by the end of 2024 (Gartner Top 10 Trends in Data and Analytics, 2020 [client access only]).
“Data scientists and ML engineers currently use tools that are mostly disconnected from standard DevOps and Security processes within companies, delaying release timeframes and eroding trust,” said Gal Marder, Executive Vice President of Strategy, JFrog. “A unified system of record across Dev, Sec, ML and Ops will alleviate this pain for digital teams and the business.”
Today’s market demands a single platform experience across the software supply chain to accelerate development processes and that treats the fuel of AI - machine learning models and their metadata - accordingly. Like any other software component, ML models must be stored, built, traced, versioned, signed, secured and efficiently delivered across systems in order to deliver AI at scale. Utilizing DevOps practices in a unified solution addresses these market expectations.
The acquisition of Qwak will expand JFrog solutions with the following capabilities:
JFrog’s MLOps Road Map
As part of the acquisition and integration process, JFrog plans to assimilate Qwak’s talent into JFrog, rapidly growing the MLOps-centric team. JFrog will also accelerate the process of technology integration to bring Qwak technology into the JFrog Platform, across JFrog DevOps and Security products. JFrog and Qwak will work together with customers to ensure business continuity and streamlined migration to future jointly-developed and supported offerings.
MLOps Ecosystem & Partner Integrations
Earlier this year, JFrog announced integrations with AWS Sagemaker and DataBricks-developed MLflow. As part of the company’s approach to universality, JFrog will continue to deliver integrations with other leading MLOps ecosystem partners to provide developers and ML Engineers with the freedom of choice and avoiding vendor lock-in.
For a deeper look at how the union of JFrog and Qwak is expected to help build, train, secure, deploy and monitor ML models and GenAI in a unified experience, visit our solution page, read this blog and join us for a webinar the week of July 22.
JFrog Reaffirms Q2 and FY2024 Guidance
JFrog reiterates the financial guidance for Q2 and FY2024 provided on May 9, 2024.
###
About JFrog
JFrog Ltd. (Nasdaq: FROG) is on a mission to create a world of software delivered without friction from developer to device. Driven by a “Liquid Software” vision, the JFrog Software Supply Chain Platform is a single system of record that powers organizations to build, manage, and distribute software quickly and securely, to aid in making it available, traceable, and tamper-proof. The integrated security features also help identify, protect, and remediate against threats and vulnerabilities. JFrog’s hybrid, universal, multi-cloud platform is available as both self-hosted and SaaS services across major cloud service providers. Millions of users and 7K+ customers worldwide, including a majority of the Fortune 100, depend on JFrog solutions to securely embrace digital transformation. Once you leap forward, you won’t go back! Learn more at jfrog.com and follow us on X (formerly Twitter): @jfrog.
Cautionary Note About Forward-Looking Statements
This press release contains “forward-looking” statements, as that term is defined under the U.S. federal securities laws, including, but not limited to, statements regarding JFrog’s future financial performance, our reiterated guidance for the quarter ending June 30, 2024 and fiscal year ending December 31, 2024, our leadership position in the markets in which we participate, our ability to meet market demands and our expectations regarding the proposed acquisition of Qwak by us, including our ability to complete the potential transaction, the proposed timetable for completing the potential transaction, our ability to successfully integrate the proposed acquisition into our business operations, including the DevOps platform, and realize anticipated benefits and synergies from the proposed acquisition.
These forward-looking statements are based on our current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause JFrog’s actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. There are a
significant number of factors that could cause actual results, performance or achievements, to differ materially from statements made in this press release, including but not limited to risks detailed in our filings with the Securities and Exchange Commission, including in our annual report on Form 10-K for the year ended December 31, 2023, our quarterly report on Form 10-Q for the quarter ended March 31, 2024, and other filings and reports that we may file from time to time with the Securities and Exchange Commission. Forward-looking statements represent our beliefs and assumptions only as of the date of this press release. We disclaim any obligation to update forward-looking statements except as required by law.
Media Contact:
Siobhan Lyons, Sr. Manager Global Communications, JFrog, siobhanL@jfrog.com
Investor Contact:
Jeff Schreiner, VP of Investor Relations, jeffS@jfrog.com