SSTI 8-K
Soundthinking, Inc. (SSTI)
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
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(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:
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Trading |
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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 1.01 Entry Into a Material Definitive Agreement.
On August 28, 2025, SoundThinking, Inc. entered into a Seventh Amendment to Credit Agreement with Umpqua Bank (the “Amendment”), which amends the terms of that certain Credit Agreement, dated as of September 27, 2018 (as amended, the “Credit Agreement”), to extend the maturity date from October 15, 2025 to October 15, 2027 and increase the revolving credit commitment from $25.0 million to $40.0 million.
The foregoing description of the Amendment is not intended to be complete and is qualified in its entirety by reference to the Amendment attached as Exhibit 10.1 hereto.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 above with respect to entry into the Amendment is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
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Description |
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10.1 |
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Seventh Amendment to Credit Agreement between Umpqua Bank and SoundThinking, Inc. dated August 28, 2025 |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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SoundThinking, Inc. |
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Date: September 3, 2025 |
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By: |
/s/ Ralph A. Clark |
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Ralph A. Clark |
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President and Chief Executive Officer |
Execution Version
Seventh AMENDMENT TO CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as August 28, 2025, is made by and between SOUNDTHINKING, INC. (f/k/a SHOTSPOTTER, INC.), a Delaware corporation (the "Borrower") and UMPQUA BANK, an Oregon state-chartered bank (the "Lender").
W I T N E S S E T H:
WHEREAS, the Borrower and the Lender are parties to that certain Credit Agreement dated as of September 27, 2018 (the "Original Credit Agreement"), as amended by that certain First Amendment to Credit Agreement, dated as of May 21, 2019, as amended by that certain Second Amendment to Credit Agreement, dated as of August 14, 2020, as amended by that certain Third Amendment to Credit Agreement, dated as of May 19, 2022, as amended by that certain Fourth Amendment to Credit Agreement, dated as of September 26, 2022, as amended by that certain Fifth Amendment to Credit Agreement, dated as of November 22, 2022, and as amended by that certain Sixth Amendment to Credit Agreement, dated as of February 7, 2024 (the Original Credit Agreement, as so amended, the "Credit Agreement").
WHEREAS, the Borrower has requested that the Lender make certain modifications to the Credit Agreement as more fully set forth herein, and the Lender is willing to do so upon and subject to the terms and conditions of this Amendment.
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:
"Expiration Date shall mean, with respect to the Revolving Credit Commitments, October 15, 2027."
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[SIGNATURE PAGES TO FOLLOW]
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[SIGNATURE PAGE TO Seventh AMENDMENT TO CREDIT AGREEMENT]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Amendment as of the day and year first above written.
BORROWER: |
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SOUNDTHINKING, INC., a Delaware Corporation
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By: |
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/s/ Ralph A. Clark |
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Name: |
Ralph A. Clark |
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Title: |
Chief Executive Officer |
[SIGNATURE PAGE TO Seventh AMENDMENT TO CREDIT AGREEMENT]
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LENDER:
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UMPQUA BANK, an Oregon state-chartered bank
By: /s/ Vera Stoddard Name: Vera Stoddard Title: Vice President
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Guarantor Reaffirmation Statement
Each of the undersigned has previously executed a Payment Guaranty dated as of December 21, 2020 (as the same has been and may hereafter be amended, restated, supplemented or otherwise modified from time to time, the "Guaranty") in favor of the Lender in connection with the Credit Agreement. Each of the undersigned understands that the Borrower and the Lender have entered into the foregoing Seventh Amendment to Credit Agreement (the "Amendment"). Each of the undersigned: (a) acknowledges it has read the Amendment, (b) consents to the execution of the Amendment by the Borrower and consents to the matters set forth in the Amendment and all prior amendments and modifications, (c) reaffirms its obligations under the Guaranty, (d) agrees that the Guaranty remains in full force and effect in accordance with its terms and (e) agrees that any reference in the Guaranty or any other Loan Document to the Credit Agreement means the Credit Agreement as amended by the Amendment.
Each of the undersigned hereby confirms that any collateral for the Guaranteed Obligations (as defined in the Guaranty), including liens, security interests, mortgages, and pledges granted by the undersigned or third parties (if applicable), shall continue unimpaired and in full force and effect, shall cover and secure all of the undersigned's existing and future obligations to the Lender, as modified by the Amendment.
Dated as of August 28, 2025.
TECHNOLOGIC SOLUTIONS, LLC By: SOUNDTHINKING, INC., as Sole Member
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By: |
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/s/ Ralph A. Clark |
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Name: |
Ralph A. Clark |
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Title: |
Chief Executive Officer |
FORENSIC LOGIC, LLC By: SOUNDTHINKING, INC., as Sole Member
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By: |
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/s/ Ralph A. Clark |
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Name: |
Ralph A. Clark |
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Title: |
Chief Executive Officer |
SAFEPOINTE, LLC By: SOUNDTHINKING, INC., as Sole Member
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By: |
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/s/ Ralph A. Clark |
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Name: |
Ralph A. Clark |
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Title: |
Chief Executive Officer |
EXHIBIT A TO THE SEVENTH AMENDMENT TO CREDIT AGREEMENT
SCHEDULE 1.1(B) (PART 1)
COMMITMENTS OF LENDER AND ADDRESSES FOR NOTICES
Part 1 - Commitment of Lender and Address for Notices to Lender
LENDER:
Lender |
Amount of Commitment for Revolving Loans |
Letter of Credit Sublimit |
Name: UMPQUA BANK With copy to: Name: UMPQUA BANK |
$40,000,000.00 |
$7,500,000.00 |
EXHIBIT B TO THE SEVENTH AMENDMENT TO CREDIT AGREEMENT
EXHIBIT 1.1(N)(1)
FORM OF REVOLVING CREDIT NOTE
THIRD AMENDED AND RESTATED REVOLVING CREDIT NOTE
$40,000,000.00 San Diego, California
_________, 20__
FOR VALUE RECEIVED, the undersigned, SOUNDTHINKING, INC. (f/k/a SHOTSPOTTER, INC.), a Delaware corporation (herein called the "Borrower"), hereby unconditionally promises to pay to the order of UMPQUA BANK, an Oregon state-chartered bank (the "Lender"), the lesser of: (i) the principal sum of FORTY MILLION and 00/100 Dollars (US$40,000,000.00); or (ii) the aggregate unpaid principal balance of all Revolving Credit Loans made by the Lender to the Borrower pursuant to Section 2.1.1 [Revolving Credit Loans] of the Credit Agreement, dated as of September 27, 2018, between the Borrower and the Lender, as amended by that certain First Amendment to Credit Agreement dated as of May 21, 2019, as further amended by that certain Second Amendment to Credit Agreement dated as of August 14, 2020, as further amended by that certain Third Amendment to Credit Agreement dated as of May 19, 2022, as further amended by that certain Fourth Amendment to Credit Agreement dated as of September 26, 2022, as further amended by that certain Fifth Amendment to Credit Agreement dated as of November 22, 2022, as further amended by that certain Sixth Amendment to Credit Agreement dated as of February 7, 2024, and as further amended by that certain Seventh Amendment to Credit Agreement dated as of August 28, 2025 (as so amended, and as may be further amended, restated, modified or supplemented from time to time, the "Credit Agreement"), together with all outstanding interest thereon on the Expiration Date.
The Borrower shall pay interest on the unpaid principal balance hereof from time to time outstanding from the date hereof at the rate or rates per annum specified by the Borrower pursuant to, or as otherwise provided in, the Credit Agreement. Subject to the provisions of the Credit Agreement, interest on this Third Amended and Restated Revolving Credit Note (this "Note") will be payable pursuant to Section 5.2 [Interest Payment Dates] of, or as otherwise provided in, the Credit Agreement. If any payment or action to be made or taken hereunder shall be stated to be or become due on a day which is not a Business Day, such payment or action shall be made or taken on the next following Business Day, unless otherwise provided in the Credit Agreement, and such extension of time shall be included in computing interest or fees, if any, in connection with such payment or action. Upon the occurrence and during the continuation of an Event of Default and at the Lender's discretion, the Borrower shall pay interest on the entire principal amount of the then outstanding Revolving Credit Loans evidenced by this Note and all other obligations due and payable to the Lender pursuant to the Credit Agreement and the other Loan Documents at a rate per annum as set forth in Section 4.3 [Interest After Default] of the Credit Agreement. Such interest will accrue before and after any judgment has been entered.
Subject to the provisions of the Credit Agreement, payments of both principal and interest shall be made without setoff, counterclaim or other deduction of any nature at the office of the Lender located at 11720 El Camino Real, Suite 100, San Diego, CA 92130 unless otherwise directed in writing by the Lender, in lawful money of the United States of America in immediately available funds.
This Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement and the other Loan Documents, including the representations, warranties, covenants, conditions, security interests, if any, and Liens, if any, contained or granted therein. The Credit Agreement among other things contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments, in certain circumstances, on account of principal hereof prior to maturity upon the terms and conditions therein specified. The Borrower waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note and the Credit Agreement.
This Note shall bind the Borrower and its successors and assigns; and the benefits hereof shall inure to the benefit of the Lender and its successors and assigns. All references herein to the "Borrower" and the "Lender" shall be deemed to apply to the Borrower and the Lender, respectively, and their respective successors and assigns as permitted under the Credit Agreement.
This Note and any other documents delivered in connection herewith and the rights and obligations of the parties hereto and thereto shall for all purposes be governed, by and construed and enforced in accordance with, the internal laws of the State of California without giving effect to its conflicts of law principles.
In any judicial action or cause of action arising from this Note or otherwise, including without limitation contract and tort disputes, all decisions of fact and law shall, at the request of either party, be referred to a referee in accordance with Section 638 et seq. of the California Code of Civil Procedure if the action is before a court of any judicial district of the State of California. The referee shall prepare written findings of fact and conclusions of law, and judgment upon the referee's award shall be entered in court in which such proceeding was commenced. No provision or exercise of any right under this provision shall limit the right of the undersigned or Lender or other holder of this Note to exercise self-help remedies, such as foreclosure against or sale of any real or personal property collateral or security, or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, during or after the pendency of any judicial reference proceeding. The exercise of a remedy does not waive the right of either party to resort to judicial reference. The parties further agree that all disputes, claims and controversies between them shall be brought in their individual capacities and not as a plaintiff or class member in any purported class or representative proceeding.
All capitalized terms used herein shall, unless otherwise defined herein, have the same meanings given to such terms in the Credit Agreement and Section 1.2 [Construction] of the Credit Agreement shall apply to this Note.
This Note amends and restates, and is in substitution for, that certain Second Amended and Restated Revolving Credit Note in the original principal amount of $25,000,000.00 payable to the order of the Lender and dated November 22, 2022 (the "Existing Note"). However, without duplication, this Note shall in no way extinguish, cancel or satisfy the Borrowers' unconditional obligation to repay all indebtedness evidenced by the Existing Note or constitute a novation of the Existing Note. Nothing herein is intended to extinguish, cancel or impair the lien priority or effect of any security agreement, pledge agreement or mortgage with respect to any Borrower's obligations hereunder and under any other document relating hereto.
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[SIGNATURES ON FOLLOWING PAGES]
[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REVOLVING CREDIT NOTE]
IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned has executed this Third Amended and Restated Revolving Credit Note by its duly authorized officer.
SOUNDTHINKING, INC., a Delaware corporation
By:
Name:
Title: