8-K

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

December 8, 2020

Date of Report (Date of earliest event reported)

______________________________

New Relic, Inc.

(Exact name of registrant as specified in its charter)

 ______________________________

Delaware	001-36766	26-2017431
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

188 Spear Street, Suite 1000

San Francisco, California, 94105

(Address of principal executive offices, including zip code)

(650) 777-7600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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:    

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	NEWR	New York Stock Exchange

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 3.02 Unregistered Sales of Equity Securities.

On December 8, 2020, New Relic, Inc. (the “Company”) entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) to acquire all of the equity interests in Pixie Labs Inc., a Delaware corporation (“Pixie Labs”) (the “Acquisition”) for a total purchase price of approximately $150 million to be paid in a mix of cash and shares of the Company’s common stock, $0.001 par value (“Common Stock”), subject to adjustment. Pursuant to the Merger Agreement, the Company has agreed to issue unregistered shares of Common Stock, of an approximate value of $105 million to the former stockholders of Pixie Labs as a portion of the total purchase price for the Acquisition. At this time, the number of shares to be issued in connection with the Acquisition is not known and will be calculated based on the daily volume-weighted average price of a share of Common Stock on the New York Stock Exchange over the ten (10) consecutive trading day period ending on and including the third trading day immediately prior to the date of the closing of the Acquisition pursuant to the terms of the Merger Agreement. In addition, a significant portion of the Common Stock to be issued pursuant to the Merger Agreement is expected to be subject to vesting requirements based on the continued employment of employees of Pixie Labs following the closing of the Acquisition.

The Company intends to issue the Common Stock in reliance upon the exemptions from registration afforded by Section 4(a)(2) and Rule 506 promulgated under the Securities Act of 1933, as amended. The issuance and sale is not being conducted in connection with a public offering, and no public solicitation or advertisement will be made or relied upon in connection with the issuance of the shares.

Item 8.01     Other Events.

On December 10, 2020, the Company issued a press release regarding the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press release, dated December 10, 2020, issued by New Relic, Inc.
104	Cover Page Interactive Data File - the cover page XBRL tags are 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.

	New Relic, Inc.
Date: December 10, 2020	By:	/s/ Mark Sachleben
		Mark Sachleben Chief Financial Officer

EX-99.1

Exhibit 99.1

New Relic Signs Definitive Agreement to Acquire Pixie Labs, a Next Generation Machine Intelligence Observability Solution for Developers Using Kubernetes

Pixie Labs to expand New Relic’s opportunity in the rapidly growing Kubernetes market

SAN FRANCISCO – December 10, 2020 - Today, New Relic, Inc. (NYSE: NEWR), a leader in observability, announced it has signed a definitive agreement to acquire Pixie Labs [https://pixielabs.ai/], a next generation machine intelligence observability solution for developers using Kubernetes. Pixie dramatically simplifies the process of troubleshooting and live debugging applications in Kubernetes environments by providing instant access to telemetry data without the need to manually add instrumentation to the code. The anticipated addition of Pixie will expand New Relic’s opportunity to serve the rapidly growing Kubernetes market, and drive the acceleration of observability across organizations of every size.

Modern developers are adopting Kubernetes as the de facto standard for managing containerized workloads on premises and in the cloud. The Cloud Native Computing Foundation recently reported that 83% of survey respondents use Kubernetes in production, up from 58% in 20181. Yet, software engineering teams consistently struggle to troubleshoot, debug, and gain visibility into applications running in Kubernetes clusters.

Pixie Labs’ technology significantly simplifies observability for Kubernetes environments. With Pixie, telemetry data runs entirely inside Kubernetes at the edge. This first-of-its-kind approach provides telemetry to developers with lower overhead, latency, and costs. New Relic plans to integrate the best of Pixie use cases with New Relic One, where customers will gain access to powerful features, including advanced correlation and alerting with Applied Intelligence, advanced visualization and analytics with Full Stack Observability, and extended data retention and compliance through Telemetry Data Platform. Pixie’s technology will complement New Relic’s powerful Kubernetes observability features [https://newrelic.com/platform/kubernetes] in New Relic One available today, including the Kubernetes Cluster Explorer.

More than 300 engineering teams are using the Pixie beta [https://pixielabs.ai/beta/] today at companies ranging from startups to enterprises running internet-scale Kubernetes clusters.

Comments on the news:

“At New Relic, we believe that every developer in the world should have observability as part of their toolkit, so they can easily visualize and troubleshoot their entire software stack,” said New Relic CEO and Founder Lew Cirne. “As Kubernetes rapidly becomes the default environment for deploying and managing software in the cloud, we're doubling down on our Kubernetes strategy with the acquisition of Pixie Labs. Our goal is to make Pixie and New Relic One ubiquitous to the millions of developers responsible for building and deploying applications in Kubernetes environments.”

“We founded Pixie Labs to build a magical developer experience that redefines how developers explore, monitor, secure, and manage their applications. And the team at New Relic shares our developer-first approach,” said Zain Asgar, Co-founder/CEO of Pixie Labs and an Adjunct Professor of Computer Science

1 CNCF SURVEY 2020, https://www.cncf.io/wp-content/uploads/2020/11/CNCF_Survey_Report_2020.pdf

at Stanford University. “Joining forces with New Relic will enable us to scale the Pixie platform faster and accelerate our ability to deliver on that vision for developers.”

“Pixie is the first telemetry tool I've used that provides operational telemetry out of the box with zero changes to application code. With a simple command-line deploy, I can see data and troubleshoot my Kubernetes apps in minutes,” said Roopak Venkatakrishnan, staff software engineer at Bolt, a fintech company. “This is a game changer for the observability industry and I’m excited they’ll continue to bring this technology to market as part of the New Relic family.”

“Kubernetes is rapidly becoming our standard environment for deploying all new workloads, and Pixie’s technology allows us to instantly troubleshoot, debug, and see the performance of these applications,” said Darshan Desai, founder and CEO of Plan, a productivity software company. "Pixie has been transformational for our development team. Nothing else in the market today has allowed us to drastically simplify and unlock the full potential of Kubernetes like Pixie."

Additional Resources:

•Read blog post from New Relic CEO and Founder Lew Cirne here. [https://blog.newrelic.com/product-news/pixie-developer-first-observability]

•Read blog post from Pixie Labs founders here. [https://blog.pixielabs.ai/pixie-new-relic/]

•Read the Pixie Labs launch press release here. [https://www.globenewswire.com/news-release/2020/10/01/2102479/0/en/Founded-by-Google-AI-and-Apple-Siri-Engineers-Pixie-Labs-Launches-to-Give-Developers-Instant-Kubernetes-Native-Application-Observability-With-9-15-Million-From-Benchmark-and-GV.html]

•Watch the Pixie Labs founders discuss the launch of Pixie Community here. [https://www.youtube.com/watch?v=IYb3JFdRi2E&feature=youtu.be]

•Watch Pixie Labs Advisor Kelsey Hightower demo at Pixie Demo Day here. [https://www.youtube.com/watch?v=oBgUddQfHnk&feature=youtu.be]

About New Relic

The world’s best engineering teams rely on New Relic to visualize, analyze, and troubleshoot their software. New Relic One is the most powerful cloud-based observability platform built to help organizations create more perfect software. Learn why developers trust New Relic for improved uptime and performance, greater scale and efficiency, and accelerated time to market atnewrelic.com.

Forward-looking statements

This press release contains “forward-looking” statements, as that term is defined under the federal securities laws, including but not limited to the addition of Pixie Labs and the benefits of this anticipated acquisition on New Relic’s opportunity to serve the growing Kubernetes market, potential features customers can gain upon future ingestion of telemetry data from Pixie into New Relic, expectations as to the increase in empowerment to developers as a result of this combination, the anticipated timing and completion of the deal, as well as any additional benefits of the future purchase and integration of Pixie by and into New Relic. The achievement or success of the matters covered by such forward-looking statements are based on New Relic’s current assumptions, expectations, and beliefs and are subject to substantial risks, uncertainties, assumptions, and changes in circumstances that may cause New Relic’s actual results, performance, or achievements to differ materially from those expressed or implied in any forward-looking statement. Further information on factors that could affect New Relic’s financial and other results and the forward-looking statements in this press release is included in the filings New Relic makes with the SEC from time to time, including in New Relic’s most recent Form 10-Q, particularly under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and

Results of Operations.” Copies of these documents may be obtained by visiting New Relic’s Investor Relations website at http://ir.newrelic.com or the SEC's website at www.sec.gov. New Relic assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

Media Contact

Andrew Schmitt

New Relic, Inc.

415-869-7109

PR@newrelic.com

Investor Contact

Peter Goldmacher

New Relic, Inc.

503-336-9280

IR@newrelic.com

XML

Cover	Dec. 08, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 08, 2020
Entity Registrant Name	New Relic, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36766
Entity Tax Identification Number	26-2017431
Entity Address, Address Line One	188 Spear Street
Entity Address, Address Line Two	Suite 1000
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94105
City Area Code	650
Local Phone Number	777-7600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	NEWR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001448056