UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(AMENDMENT No. 1)
CURRENT REPORT
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of the Securities Exchange Act of 1934
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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).
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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. ☐
Explanatory Note
Item 2.01. | Completion of Acquisition or Disposition of Assets |
Upon the closing of the Merger, we issued 571,459 shares of our Class A common stock to the former Dataxu securityholders.
Item 3.02. | Unregistered Sales of Equity Securities |
The information set forth in Item 2.01 of this Amendment No. 1 to Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 9.01. | Financial Statements and Exhibits |
(a) Financial Statements of Business Acquired.
The audited financial statements of Dataxu, Inc. as of December 31, 2018 and 2017, and for the three years ended December 31, 2018 are filed herewith as Exhibit 99.1, and are incorporated herein by reference. The unaudited financial statements of Dataxu, Inc. as of September 30, 2019 and for the nine months ended September 30, 2019 and 2018 are filed herewith as Exhibit 99.2, and are incorporated herein by reference. The consent of PricewaterhouseCoopers LLP, Dataxu, Inc.’s independent auditor, is attached as Exhibit 23.1 to this Amendment No. 1 to Current Report on Form 8-K/A.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet gives effect to the acquisition as if it had occurred on September 30, 2019. The unaudited pro forma condensed combined statements of operations each give effect to the acquisition as if it had occurred on January 1, 2018 (the first day of Roku’s year ended December 31, 2018). The unaudited pro forma condensed combined financial information of Roku, Inc. as of September 30, 2019 and for the nine months ended September 30, 2019, and the year ended December 31, 2018 are filed herewith as Exhibit 99.3, and are incorporated herein by reference.
(d) Exhibits
Exhibit |
Description | |||
2.1(1) |
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23.1 |
Consent of PricewaterhouseCoopers LLP, Dataxu, Inc.’s independent auditor. | |||
99.1 |
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99.2 |
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99.3 |
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104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
(1) | Previously filed as Exhibit 2.1 to our Current Report on Form 8-K (File No. 001-38211) filed with the Securites and Exchange Commission on November 14, 2019, and incorporated by reference herein. We have omitted schedules and similar attachments to the subject agreement pursuant to Item 601 of Regulation S-K. We will furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request. |
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.
Roku, Inc. | ||||||
Dated: November 18, 2019 |
By: |
/s/ Steve Louden | ||||
Steve Louden | ||||||
Chief Financial Officer |