false 0001474439 0001474439 2020-10-02 2020-10-02





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 2, 2020




(Exact name of registrant as specified in its charter)




Delaware   001-34720   77-0521800

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

4655 Great America Parkway, Suite 300

Santa Clara, California 95054

(Address of principal executive offices, including zip code)

(408) 245-3800

(Registrant’s telephone number, including area code)


(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:


Title of each class





Name of each exchange

on which registered

Common stock, $0.001 Par Value per Share    TNAV    The NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 8.01

Other Events.

On October 2, 2020, Telenav, Inc. (the “Company”) issued a press release announcing that V99, a Delaware corporation led by HP Jin, Co-Founder, President and Chief Executive Officer of the Company, made a non-binding proposal to the Company regarding the acquisition by V99 of 100% of the outstanding shares of common stock of the Company (a “Going Private Transaction”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

A special committee of the board of directors of the Company consisting entirely of independent, disinterested directors (the “Special Committee”) has retained B. Riley Securities, Inc. to provide financial advice and Wilson Sonsini Goodrich & Rosati as legal counsel to assist in its review and evaluation of the proposed Going Private Transaction and strategic alternatives.

No assurances can be given regarding the terms and details of any transaction, that any proposal made by V99 regarding a proposed transaction will be accepted by the Special Committee, that definitive documentation relating to any such transaction will be executed, or that a transaction will be consummated in accordance with that documentation, if at all.


Item 9.01

Financial Statements and Exhibits.








99.1    Press release dated October 2, 2020
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.


Date: October 2, 2020     By:  

/s/ Steve Debenham

    Name:   Steve Debenham
    Title:   Vice President, General Counsel & Secretary