VERX 8-K
Vertex, Inc. (VERX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each
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value per share |
The |
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
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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 August 6, 2024, Vertex, Inc. (the “Company”) entered into an agreement (the “Purchase Agreement”) by and among Christoph Ebm, Philipp Liegl, Marco Zapletal, Christian Huemer, Red-Stars.com Data AG, EPG European Property Group SE, Select Securities Europe S.à r.l (each, a “Seller”, and collectively, the “Sellers”) and the Company, pursuant to which, at the Closing, the Company shall purchase from the Sellers, and the Sellers shall sell to the Company, the entire share interest in ecosio GmbH, and as partial consideration for the purchase, the Company shall issue 945,435 shares of Class A Common Stock of the Company to the Sellers, subject to the achievement of the milestones and the other terms and conditions contained in the Purchase Agreement (the “Earn-Out Shares”).
The Earn-Out Shares will be issued in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) as a transaction not involving any public offering.
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.
| VERTEX, INC. | ||
| Date: August 8, 2024 | By: |
/s/ Bryan Rowland |
| Name: | Bryan Rowland | |
| Title: | General Counsel and Secretary | |