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): September 13, 2013
Unwired Planet, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-16073 | 94-3219054 | ||
(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
170 South Virginia Street, Suite 201
Reno, Nevada 89501
(Address of Principal Executive Offices) (Zip Code)
(775) 980-2345
(Registrants telephone number, including area code)
N/A
(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)) |
Item 8.01. | Other Events. |
On September 13, 2013, Unwired Planet, Inc. (the Company) issued a press release announcing the final results of its previously announced rights offering pursuant to a Registration Statement on Form S-3 that was filed with the Securities and Exchange Commission and became effective on August 14, 2013.
The Company raised $12.5 million of gross proceeds, including proceeds from a standby commitment made by Indaba Capital, L.P. Stockholders of the Company subscribed for a total of 5,274,659 shares of the Companys common stock pursuant to subscription rights, representing a 70% participation rate. In addition, a total of 2,481,365 shares of the Companys common stock will be issued to Indaba Capital, L.P., which amount includes 225,904 shares of the Companys common stock in consideration for providing its standby commitment. In the aggregate, the Company will issue 7,756,024 shares of common stock as part of the closing of the rights offering. There will be a total of 108,700,629 shares of common stock outstanding following the closing of the rights offering, which amount includes 549,450 shares of the Companys common stock issuable to Evercore Partners as part of their fees for providing financial advisory services to us on our recent financing transactions.
A copy of the press release is filed as Exhibit 99.1 to this report.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
99.1 | Press Release dated September 13, 2013 |
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.
Unwired Planet, Inc. | ||||||
By: | /s/ Eric Vetter | |||||
Dated: September 13, 2013 | Name: | Eric Vetter | ||||
Title: | President and Principal Executive Officer |
Exhibit Index
Exhibit |
Description | |
99.1 | Press Release dated September 13, 2013 |
Exhibit 99.1
UNWIRED PLANET ANNOUNCES FINAL RESULTS OF RIGHTS OFFERING
RENO, NV September 13, 2013 Unwired Planet, Inc. (NASDAQ: UPIP) today announced the final result of its previously announced rights offering. Through broad participation, the Company raised $12.5 million of gross proceeds, including proceeds from a standby commitment made by Indaba Capital, L.P.
Stockholders subscribed for a total of 5,274,659 shares of the Companys common stock pursuant to their basic subscription privileges, representing a 70% participation rate. In addition, a total of 2,481,365 shares of common stock will be issued to the standby purchaser, which amount includes 225,904 shares of common stock in consideration for providing its standby commitment.
The participation by our shareholder base underscores the support for Unwired Planet, has helped strengthen the Company, and allows us to continue to broaden our licensing efforts, said Eric Vetter, president and chief administrative officer of Unwired Planet.
The rights offering was made pursuant to a Registration Statement on Form S-3 that was filed with the Securities and Exchange Commission (SEC) and became effective on August 14, 2013. For questions about the rights offering, contact Georgeson, the information agent for the rights offering, at 800-903-2897.
About Unwired Planet
Unwired Planet, Inc. (NASDAQ: UPIP) is the inventor of the Mobile Internet and a premier intellectual property company focused exclusively on the mobile industry. The Companys patent portfolio of more than 2,400 issued US and foreign patents includes the technologies that allow mobile devices to connect to the Internet and enable mobile communications. The portfolio spans 2G, 3G and 4G technologies, as well as cloud-based mobile applications and services. Unwired Planets portfolio includes patents related to key mobile technologies, including baseband mobile communications, mobile browsers, mobile advertising, push technology, maps and location based services, mobile application stores, social networking, mobile gaming and mobile search. Unwired Planet is headquartered in Reno, Nevada.
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Safe Harbor for Forward-Looking Statements
This release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this release are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as may, will, should, expects, plans, anticipates, believes, estimates, predicts, potential or continue or the negative of these terms or other comparable terminology. These statements are only current predictions and are subject to known and unknown risks, uncertainties and other factors that may cause the Companys actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. These forward-looking statements are subject to a number of risks, including, but not limited to, those risk factors discussed in filings with the SEC, including but not limited to, the Companys current Annual Report on Form 10-K and current Quarterly Report on Form 10-Q and any amendments thereto. The Company undertakes no duty to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this release.
Contacts:
Investor Relations
Mike Bishop, The Blueshirt Group
mike@blueshirtgroup.com
Tel: 415-217-4968
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