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): April 6, 2023 |
SoundThinking, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-38107 | 47-0949915 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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39300 Civic Center Dr. Suite 300 |
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Fremont, California |
| 94538 | ||
(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: 510 794-3100 |
ShotSpotter, Inc. |
(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:
☐ 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 Act:
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| Trading |
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Common stock, par value $0.005 per share |
| SSTI |
| The NASDAQ Stock Market LLC |
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 6, 2023, ShotSpotter, Inc. (the “Company”) changed its corporate name to SoundThinking, Inc. (the “Name Change”), pursuant to an amended and restated certificate of incorporation filed with the Delaware Secretary of State. Pursuant to Delaware law, a stockholder vote was not necessary to effectuate the Name Change. The Company also amended and restated its Bylaws on the same date, solely to effect the Name Change.
The Company’s common stock will continue to be listed on the Nasdaq Capital Market under its current ticker symbol "SSTI."
Item 9.01 Financial Statements and Exhibits.
Exhibit No. | Description |
3.1 | Amended and Restated Certificate of Incorporation of SoundThinking, Inc. |
3.2 | |
104 | 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.
SoundThinking, Inc. | |||
Date: April 10, 2023 | By: | /s/ Ralph A. Clark | |
Ralph A. Clark | |||
President and Chief Executive Officer |