Item 2.01 Completion of Acquisition or Disposition of Assets.
On January 7, 2022, pursuant to the Agreement and Plan of Merger (the "Merger
Agreement") by and among nCino, nCino OpCo, Dollar Merger Sub, Inc., a Delaware
corporation ("nCino Merger Sub"), Penny Merger Sub, LLC, a Utah limited
liability ("SimpleNexus Merger Sub"), Penny Blocker 1 Merger Sub, Inc., a
Delaware corporation ("Blocker 1 Merger Sub"), Penny Blocker 2 Merger Sub, Inc.,
a Delaware corporation ("Blocker 2 Merger Sub"), Penny Blocker 3 Merger Sub,
Inc., a Delaware corporation ("Blocker 3 Merger Sub"), Penny Blocker 4 Merger
Sub, Inc., a Delaware corporation ("Blocker 4 Merger Sub" and, together with
Blocker 1 Merger Sub, Blocker 2 Merger Sub and Blocker 3 Merger Sub, the
"Blocker Merger Subs" and, together with nCino Merger Sub and SimpleNexus Merger
Sub, the "Merger Subs"), Insight (Delaware) SN Blocker Corporation, a Delaware
corporation ("Blocker 1"), Insight (Cayman) SN Blocker Corporation, a Delaware
corporation ("Blocker 2"), ScarletFire SN Blocker Corporation, a Delaware
corporation ("Blocker 3"), TLEO, Inc., a Delaware corporation ("Blocker 4" and,
together with Blocker 1, Blocker 2 and Blocker 3, the "Blockers"), SimpleNexus,
LLC, a Utah limited liability company ("SimpleNexus"), and Insight Venture
Partners, LLC, a Delaware limited liability company, solely in its capacity as
the Member Representative (as defined in the Merger Agreement), (i) nCino Merger
Sub merged with and into the nCino OpCo, with nCino OpCo surviving such merger
as a wholly owned subsidiary of nCino (the "nCino Merger", and the effective
time of such merger, the "nCino Effective Time"), (ii) each of the Blocker
Merger Subs merged with and into the respective corresponding Blocker, with each
of the respective Blockers surviving as a wholly owned subsidiary of nCino and
(iii) SimpleNexus Merger Sub merged with and into SimpleNexus, with SimpleNexus
surviving as a wholly owned subsidiary of nCino (the mergers contemplated in
clauses (i) - (iii) hereof, collectively, the "Mergers", and the effective times
of such mergers, collectively, the "Effective Time").
Pursuant to the Merger Agreement, at the applicable Effective Time (a) each
share of nCino OpCo common stock, par value $0.0005 per share ("nCino OpCo
Common Stock"), issued and outstanding immediately prior to the Effective Time
was converted into one fully paid and nonassessable share of nCino common stock,
par value $0.0005 ("nCino Common Stock"), (b) all of the common units and
preferred units of SimpleNexus issued and outstanding immediately prior to the
Effective Time, other than those units held by the Blockers, were automatically
converted into the right to receive such holder's Pro Rata Portion (as defined
in the Merger Agreement) of the merger consideration, without interest and
(c) all of the capital stock of each of the Blockers issued and outstanding
immediately prior to the Effective Time were automatically converted into the
right to receive such holder's Pro Rata Portion of the merger consideration,
without interest, based on the number of SimpleNexus common units and/or
preferred units held by such Blockers. The Merger Agreement further provides
that all cash and stock proceeds payable to holders of units of SimpleNexus that
are subject to vesting conditions will be paid out in the form of restricted
cash awards and restricted stock awards with respect to nCino Common Stock which
are subject to the same vesting conditions as were applicable to the underlying
SimpleNexus units. The merger consideration to be paid by nCino consists, in the
aggregate, of approximately 12.76 million shares of nCino Common Stock, and
approximately $270 million in cash, on a cash free debt free basis and excluding
transaction expenses.
As of the nCino Effective Time, (i) nCino assumed the nCino, Inc. 2019 Amended
and Restated Equity Incentive Plan (the "2019 Plan"), the nCino, Inc. 2014
Omnibus Stock Ownership and Long Term Incentive Plan (the "2014 Plan") and the
nCino, Inc. Employee Stock Purchase Plan (collectively, the "Plans"), as well as
any shares of nCino OpCo Common Stock available for issuance thereunder, which
. . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Prior to January 10, 2022, shares of nCino OpCo Common Stock were registered
pursuant to Section 12(b) of the Exchange Act and listed on Nasdaq. As a result
of the nCino Merger, nCino OpCo has requested that Nasdaq file a Form 25 to
withdraw the shares of nCino OpCo Common Stock from listing on Nasdaq. The
shares of nCino OpCo Common Stock will be suspended from trading on Nasdaq prior
to the open of trading on January 10, 2022. nCino OpCo expects to file a Form 15
with the SEC to terminate the registration under the Exchange Act of the shares
of nCino OpCo Common Stock, and suspend the reporting obligations under Sections
12(g) and 15(d) of the Exchange Act of nCino OpCo (except to the extent of the
succession of nCino to the Exchange Act Section 12(b) registration and reporting
obligations of nCino OpCo as described in Section 2.01 above).
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the "Explanatory Note" and Items 2.01 and 5.03 of
this Current Report on Form 8-K is incorporated by reference into this Item
3.03.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Board of Directors
Effective as of the nCino Effective Time, the directors of nCino OpCo
immediately prior to the nCino Effective Time ceased to be directors of nCino
OpCo pursuant to the terms of the Merger Agreement, and the directors of nCino
Merger Sub immediately prior to the nCino Effective Time became the directors of
nCino OpCo. The names of these directors are indicated below:
1) Pierre Naudé
2) Greg Orenstein
3) April Rieger
Executive Officers
Effective as of the nCino Effective Time, the executive officers of nCino OpCo
immediately prior to the nCino Effective Time ceased to be executive officers of
nCino OpCo pursuant to the terms of the Merger Agreement, and the executive
officers of nCino Merger Sub immediately prior to the nCino Effective Time
became the executive officers of nCino OpCo. The names of these executive
officers are indicated below:
1) Pierre Naudé, Chief Executive Officer
2) David Rudow, Chief Financial Officer
3) April Rieger, Secretary
--------------------------------------------------------------------------------
Compensatory Plans
In connection with the nCino Merger, effective as of the nCino Effective Time,
nCino assumed the Plans, as well as any shares of nCino OpCo Common Stock
available for issuance thereunder, which automatically converted into nCino
Common Stock. In addition, each stock option and restricted stock unit issued
under the 2019 Plan and each stock option issued under the 2014 Plan that was
outstanding immediately prior to the nCino Effective Time was assumed by nCino
and converted automatically to a stock option or restricted stock unit with
respect to nCino Common Stock on substantially the same terms and conditions as
applied to such award prior to the nCino Effective Time.
The directors and executive officers of the Company each entered into an
Assignment and Assumption Agreement with the Company and nCino OpCo with respect
to the indemnification agreements that such directors and executive officers had
with nCino OpCo immediately prior to the nCino Effective Time. In addition,
nCino assumed certain employment agreements maintained or entered into by nCino
OpCo, including those to which certain executive officers of nCino are party, as
well as any rights and obligations of nCino OpCo thereunder.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 7, 2022, in connection with the nCino Merger, nCino OpCo amended and
restated its Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws to contain provisions identical to the certificate of
incorporation and bylaws of nCino Merger Sub immediately prior to the nCino
Effective Time. The Amended and Restated Certificate of Incorporation was
included as Exhibit A to the Certificate of Merger filed by nCino OpCo with the
Secretary of State of the State of Delaware, which is filed as Exhibit 3.1 to
this Current Report on Form 8-K and is incorporated by reference into this Item
5.03. The Amended and Restated Bylaws of nCino OpCo are filed as Exhibit 3.2 to
this Current Report on Form 8-K and are incorporated by reference into this Item
5.03.
Item 7.01. Regulation FD Disclosure.
On January 10, 2022, nCino issued a press release announcing the completion of
the Mergers. A copy of the press release is furnished herewith as Exhibit 99.1.
The information set forth in this Item 7.01 of this Current Report on Form 8-K
and the accompanying Exhibit 99.1 shall not be deemed "filed" for purposes of
Section 18 of the Exchange Act or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act or the Exchange Act, regardless of any general incorporation
language in such filing, unless expressly incorporated by reference in such
filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number Description of Exhibit
2.1 Agreement and Plan of Merger, dated as of November 16, 2021, by and
among nCino, Inc., Penny HoldCo, Inc., Dollar Merger Sub, Inc., Penny
Merger Sub, LLC, SimpleNexus, LLC, Insight Venture Partners, LLC, and
the other parties thereto* (incorporated by reference to nCino OpCo,
Inc.'s Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 17, 2021 (Commission file no.
001-39380))
3.1 Certificate of Merger, effective as of January 7, 2022
3.2 Amended and Restated Bylaws of nCino OpCo, Inc., effective as of
January 7, 2022
99.1 Press release of nCino, Inc. dated January 10, 2022 (furnished and
not filed)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
NCINO 
