Take Two Interactive Software Inc 8-K/A, filed Jun 11, 2024
Take Two Interactive Software Inc (TTWO)
About this 8-K/A
Take Two Interactive Software Inc filed this 8-K/A on June 11, 2024, reporting on events of March 27, 2024.
Items reported
- Item 3.02: Unregistered sale of equity
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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(Amendment No. 1)
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Explanatory Note
This Current Report on Form 8-K/A amends and supplements our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2024 (the “Original 8-K”) to provide final information regarding the number of shares issued in connection with the closing of the acquisition of The Gearbox Entertainment Company, Inc., a Delaware corporation (“Gearbox”), by Take-Two Interactive Software, Inc., a Delaware corporation (the “Company”).
| Item 3.02 | Unregistered Sales of Equity Securities. |
As previously reported, on March 27, 2024, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”) with Gearbox Entertainment Company Holding AB, a company organized under the laws of Sweden, Embracer Group AB, a company organized under the laws of Sweden (“Gearbox Parent”) and Groundhog 2, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of the Company (“Buyer Sub”), to purchase 100% of the issued and outstanding capital stock of Gearbox, in exchange for newly issued unregistered shares of common stock, par value $0.01 per share (“Common Stock”), of the Company. As previously disclosed at the time of the filing of the Original 8-K, the number of shares of Common Stock of the Company to be issued in connection with the Share Purchase was not known because its value was based on the volume weighted average closing price per share of the Common Stock on the Nasdaq Global Select Market for the five consecutive trading days ending on (and including) the trading day immediately preceding the closing date and subject to adjustment based on cash, indebtedness, transaction expenses and working capital.
On June 11, 2024, the Company completed the previously announced acquisition of The Gearbox Entertainment Company, Inc. and the Company issued 2,830,084 unregistered shares of Common Stock to Gearbox Parent in accordance with the terms of the Purchase Agreement.
The shares of Company Common Stock issued to Gearbox Parent pursuant to the Purchase Agreement will not initially be registered under the Securities Act of 1933, as amended and were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
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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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TAKE-TWO INTERACTIVE SOFTWARE, INC. | |||||
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(Registrant) | |||||
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By: | /s/ Matthew Breitman | ||||
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Matthew Breitman | ||||
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Senior Vice President, General Counsel Americas & Corporate Secretary | ||||
| Date: June 11, 2024 | ||||||
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