As filed with the Securities and Exchange Commission
on March 2, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RIMINI STREET, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization) |
36-4880301
(I.R.S. Employer
Identification Number) |
3993
Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169
(702) 839-9671
(Address, including zip code, and telephone number, including area code, of Registrant’s principal
executive offices)
|
Seth
A. Ravin
Chief Executive Officer
Rimini Street, Inc.
3993 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169
(702) 839-9671
(Name, address, including zip code, and telephone number, including area code, of agent for service)
|
Copies to: |
Lisa A. Fontenot
Baker & McKenzie LLP
600 Hansen Way
Palo Alto, California 94304
(650) 856-2400 |
Michael L. Perica
Andrew J. Terry
Rimini Street, Inc.
3993 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169
(702) 839-9671 |
Approximate
date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ¨
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933 (the “Securities Act”), other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. x
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ¨
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”).
Large
accelerated filer ¨ |
|
|
Accelerated
filer x |
Non-accelerated
filer ¨ |
|
|
Smaller
reporting company ¨ |
|
|
|
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 7(a)(2)(B) of the Securities
Act. ¨
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This registration statement
contains a base prospectus that covers the offering, issuance and sale by us of up to $200,000,000 in the aggregate of our common stock,
preferred stock and warrants, in each case from time to time in one or more offerings.
The base prospectus immediately
follows this explanatory note. The specific terms of any securities to be offered pursuant to the base prospectus will be specified in
a prospectus supplement to the base prospectus.
The information in this prospectus
is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell these securities, nor does it seek an offer to buy these securities in
any jurisdiction where the offer or sale is not permitted.
Subject to Completion, dated March 2,
2022
PROSPECTUS
$200,000,000
Rimini Street, Inc.
Common Stock
Preferred Stock
Warrants
From time to time, in one or more offerings, we
may offer and sell up to $200,000,000 of our (i) common stock, (ii) preferred stock and (iii) warrants, or any combination
of these securities. Specific terms of such sales will be provided in supplements to this prospectus. Any prospectus supplements also
will describe the specific manner in which these securities will be offered and may supplement, update or amend information contained
in this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with any of these
offerings.
We may offer and sell these securities through
one or more underwriters, dealers and agents, or directly to investors, in amounts, at prices and on terms to be determined by market
conditions and other factors at the time of the offering. The securities may be sold by any means described in the section of this prospectus
titled “Plan of Distribution” beginning on page 13 of this prospectus or by any means described in any applicable
prospectus supplement.
Any prospectus supplements and related free writing
prospectuses may add, update or change information contained in this prospectus. You should carefully read this prospectus and any accompanying
prospectus supplement, together with the documents we incorporate by reference, before you invest in our securities.
Our common stock is listed on the Nasdaq Global
Market (“Nasdaq”) under the symbol “RMNI.” On February 25, 2022, the last reported sale price for our common
stock as reported on Nasdaq was $4.68 per share.
Investing
in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks
of investing in our securities in the section titled “Risk Factors” beginning on page 6 of this prospectus.
You should rely only on the information contained
in or incorporated by reference into this prospectus or any prospectus supplement or amendment hereto. We have not authorized anyone to
provide you with different information.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this prospectus is ,2022.
TABLE OF CONTENTS
You should read this prospectus, any applicable
prospectus supplement and the information incorporated by reference in this prospectus before making an investment in the securities of
Rimini Street, Inc. See the section titled “Where You Can Find Additional Information” for additional information.
You should rely only on the information contained in or incorporated by reference in this prospectus or a prospectus supplement. We have
not authorized anyone to provide you with different information. This document may be used only in jurisdictions where offers and sales
of these securities are permitted. You should assume that information contained in this prospectus, or in any document incorporated by
reference, is accurate only as of any date on the front cover of the applicable document. Our business, financial condition, results of
operations and prospects may have changed since that date.
The Rimini Street design logo and the Rimini Street
mark appearing in this prospectus are the property of Rimini Street, Inc. Trade names, trademarks and service marks of other companies
appearing in this prospectus are the property of their respective holders. We have omitted the ® and ™ designations, as applicable,
for the trademarks used in this prospectus.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration
process. Under this shelf registration process, we may, over time, offer and sell up to $200,000,000 in total initial aggregate offering
price of any combination of securities described in this prospectus, in one or more offerings and at prices and on terms that we determine
at the time of the offering.
This prospectus provides you with a general description
of the securities we may offer. Any accompanying prospectus supplement may add, update or change information contained in this prospectus.
If the information varies between this prospectus and any accompanying prospectus supplement, you should rely on the information in the
accompanying prospectus supplement. We may also authorize one or more free writing prospectuses to be provided to you that may contain
material information relating to these offerings. You should read both this prospectus and the accompanying prospectus supplement and
any free writing prospectus together with the additional information described below under the heading “Where You Can Find Additional
Information” herein. You should also carefully consider, among other things, the matters discussed in the section titled “Risk
Factors” herein, the accompanying prospectus supplement and any related free writing prospectus, and under similar headings
in any other documents that are incorporated by reference into this prospectus, the accompanying prospectus supplement and any related
free writing prospectus.
This prospectus contains summaries of certain provisions
contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the
summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed,
will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you
may obtain copies of those documents as described below under the heading “Where You Can Find Additional Information.”
THIS PROSPECTUS MAY NOT BE USED TO SELL
ANY SECURITIES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT
You should rely only on the information contained
or incorporated by reference in this prospectus and any prospectus supplement. We have not authorized anyone to provide you with any other
information. If you receive any other information, you should not rely on it. No offer to sell these securities is being made in any jurisdiction
where the offer or sale is not permitted. You should not assume that the information contained in this prospectus and, if applicable,
any prospectus supplement or any document incorporated by reference in this prospectus or any prospectus supplement, is accurate as of
any date other than the date on the front cover of this prospectus or on the front cover of the applicable prospectus supplement or documents
or as specifically indicated in the document. Our business, financial condition, results of operations and prospects may have changed
since that date.
You should read both this prospectus and any prospectus
supplement together with the additional information described below under the heading “Where You Can Find Additional Information”
in this prospectus. Unless expressly indicated or the context requires otherwise, the terms “Rimini,” “Rimini Street,”
“RMNI,” the “Company,” the “Registrant,” “we,” “us” and “our”
in this prospectus refer to the parent entity formerly named GP Investments Acquisition Corp., after giving effect to the business combination,
and as renamed Rimini Street, Inc., and where appropriate, our wholly-owned subsidiaries.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking statements.
All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results
of operations and financial position, business strategy and plans, and our objectives for future operations, are forward-looking statements.
The words “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “seek,” “should,” “will,” “would” and similar
expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements, but the absence
of these words does not mean that a statement is not forward-looking. Forward-looking statements include, but are not limited to, information
concerning:
| ● | the duration and economic, operational and financial impacts on our business of the COVID-19 pandemic, as well as the actions taken
by us, governmental authorities, clients or others in response to the continuance of the pandemic; |
| ● | the evolution of the enterprise software management and support landscape facing our clients and prospects; |
| ● | our ability to educate the market regarding the advantages of our enterprise software management and support services and products; |
| ● | estimates of our total addressable market; |
| ● | expectations for client savings; |
| ● | the occurrence of catastrophic events, including terrorism and geopolitical actions specific to an international region, that may disrupt our business or that of our current and prospective clients; |
| ● | our ability to maintain an adequate rate of revenue growth; |
| ● | our ability to maintain sufficient cash flow and capital; |
| ● | our ability to service the indebtedness under our Credit Facility; |
| ● | our business plan and our ability to effectively manage our growth and associated investments; |
| ● | our beliefs and objectives for future operations; |
| ● | our ability to expand our leadership position in independent enterprise software support and sell our new application managed services; |
| ● | our ability to attract and retain clients and our ability to further penetrate our existing client base; |
| ● | our ability to maintain our competitive technological advantages against new entrants in our industry; |
| ● | our ability to timely and effectively scale and adapt our existing technology; |
| ● | our ability to innovate new products and bring them to market in a timely manner, including our recently announced application management
services “AMS” offerings; |
| ● | our ability to capitalize on changing market conditions including a market shift to hybrid and cloud/SaaS offerings for information
technology environments and retirement of certain software releases by software vendors; |
| ● | our ability to develop strategic partnerships; |
| ● | benefits associated with the use of our services; |
| ● | our ability to expand internationally; |
| ● | our ability to expand our marketing and sales capacities; |
| ● | our ability to raise equity or debt financing in the future or engage in other transactions to simplify our capital structure in the
future; |
| ● | the effects of increased competition in our market and our ability to compete effectively; |
| ● | our intentions with respect to our pricing model; |
| ● | cost of revenues, including changes in costs associated with production, manufacturing, and client support; |
| ● | changes in tax laws or unfavorable outcomes of tax positions we take, or a failure by us to establish adequate reserves for tax events; |
| ● | our ability to maintain our good standing with the United States and international governments and secure new contracts; |
| ● | our ability to maintain, protect, and enhance our brand and intellectual property and costs associated with defending intellectual
property infringement and other claims, such as those claims discussed under the section titled “Business—Legal Proceedings,”
in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 2, 2022, and our
expectations with respect to such litigation; |
| ● | our expectations concerning relationships with third parties, including channel partners and logistics providers; |
| ● | economic and industry trends or trend analysis; |
| ● | our ability to prevent unauthorized access to our information technology systems, protect the confidential information of our employees
and clients and comply with privacy and data protection regulations; |
| ● | our ability to enhance stockholder value through our stock repurchase program; |
| ● | the attraction and retention of qualified employees and key personnel; |
| ● | future acquisitions of or investments in complementary companies, products, subscriptions or technologies; |
| ● | uncertainty from the discontinuance of LIBOR and transition to any other interest rate benchmarks; |
| ● | the effects of seasonal trends on our results of operations, including the contract renewal cycles for vendor-supplied software support
and managed services; and |
| ● | other risks and uncertainties, including those discussed in the section titled “Risk Factors” herein. |
We have based these forward-looking statements
largely on our current expectations and projections about future events and financial trends that we believe may affect our financial
condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs.
These forward-looking statements are subject to a number of risks, uncertainties and assumptions that are difficult to predict and many
of which are outside of our control, including those described in the section titled “Risk Factors” herein, in any
applicable prospectus supplement and in the documentation incorporated by reference herein. Moreover, we operate in a very competitive
and rapidly changing market. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we
assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results
to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions,
the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and
adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements
as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable,
we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking
statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness
of the forward-looking statements. The forward-looking statements in this prospectus are made as of the date of the filing, and except
as required by law, we disclaim and do not undertake any obligation to update or revise publicly any forward-looking statements in this
prospectus. You should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits
to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity
and performance, as well as other events and circumstances, may be materially different from what we expect.
ABOUT RIMINI STREET, INC.
OVERVIEW
Rimini Street, Inc. and its subsidiaries (together,
the “Company” or “we”) is a global provider of enterprise software support products and services, and the leading
independent software support provider for Oracle and SAP products, based on both the number of active clients supported and recognition
by industry analyst firms. We founded our company to disrupt and redefine the enterprise software support market by developing and delivering
innovative new products and services that fill a then unmet need in the market. We believe we have achieved and sustained our leadership
position in independent enterprise software support by delivering on our mission to provide extraordinary technology solutions that achieve
each client’s strategic, operational, and financial goals.
In September 2020, we announced the global
availability of our award-winning, mission-critical, 24x7x365 support, application management, security and migration services beyond
proprietary databases to leading open source database platforms, including MySQL, MariaDB, PostgreSQL and MongoDB.
In November 2019, we announced the global
availability of our Application Management Services (“AMS”) for Oracle, which includes coverage for Oracle Database, Middleware
and a wide range of Oracle applications including E-Business Suite, JD Edwards, PeopleSoft and Siebel. In addition to leveraging our support
services for Oracle that replaces expensive and less robust software vendor annual support with a more responsive and comprehensive support
offering, our clients can now have us manage their Oracle systems day-to-day with an integrated application management and support service
provided by a single trusted vendor. As an integrated service, we believe we can provide clients a better model, better people, and better
outcomes with higher satisfaction and significant savings of time, labor and money. The AMS for Oracle includes system administration,
operational support, health monitoring and enhancement support.
In August 2019, we announced plans to globally
offer AMS for SAP enterprise software, expanding the scope of support services we offer clients globally. This AMS service is in addition
to our traditional enterprise Support Services. We are already providing this new SAP AMS service to clients in North and South America.
The service includes system administration and SAP Basis support, system health monitoring with proactive analysis, preventative system
recommendations and event detection; and enhancement support for complex SAP software landscapes.
In 2018 we announced support for Software as a
Service (“SaaS”) solutions beginning with Salesforce products. As a partner of Salesforce, we provide our award-winning service
and support for custom code, release updates and application integrations in addition to ongoing administrative, configuration and enhancement
of Salesforce’s industry leading cloud solutions. We also provide support to clients for additional SaaS solutions that we will
formally announce in the future. By providing support for SaaS as well as traditionally licensed enterprise software, Rimini Street unifies
support for its clients across applications and software delivery models from one trusted provider, creating efficiencies and savings,
simplifying support processes and enabling improved support outcomes.
Enterprise software support products and services
is one of the largest categories of overall global information technology (“IT”) spending. We believe core enterprise resource
planning, customer relationship management, product lifecycle management and technology software platforms have become increasingly important
in the operation of mission-critical business processes over the last 30 years, and also that the costs associated with failure, downtime,
security exposure and maintaining the tax, legal and regulatory compliance of these core software systems have also increased. As a result,
we believe that licensees often view software support as a mandatory cost of doing business, resulting in recurring and highly profitable
revenue streams for enterprise software vendors. For example, for fiscal year 2021, SAP reported that support revenue represented approximately
41% of its total revenue and, for fiscal year 2021, Oracle reported a margin of 85% for cloud services and license support.
We believe that software vendor support is an increasingly
costly model that has not evolved to offer licensees the responsiveness, quality, breadth of capabilities or value needed to meet the
needs of licensees. Organizations are under increasing pressure to reduce their IT costs while also delivering improved business performance
through the adoption and integration of emerging technologies, such as mobile, virtualization, internet of things and cloud computing.
Today, however, the majority of IT budget is spent operating and maintaining existing infrastructure and systems, in part as a result
of software vendor policies and support models that are designed to benefit the vendor and force organizations to follow a vendor-dictated
roadmap. As a result, we believe organizations are increasingly seeking ways to create competitive advantage and growth by redirecting
budgets from expensive maintenance programs and costs to new technology investments that provide greater strategic value. We believe our
software products and services help clients achieve these objectives by reducing the total cost of support.
We believe that AMS for enterprise software is
a large market with significant unmet needs in client satisfaction and value. Traditional AMS providers compete on price, but the traditional
AMS model is broken with a focus on a “land and expand” model based on initial cheaper, less-skilled workers but higher costs
over time and frequently poor client satisfaction or degradation in service over time. Providers usually contract for lower-cost services
with a goal to grow revenue through scope creep by adding hours to open tickets or selling new project work. These lower-cost AMS support
models sound cost-effective, but their contractual structures can both enable and incent traditional AMS providers to maximize their own
revenue at the expense of their clients by “addressing” issues (sometimes neither quickly nor efficiently), but not necessarily
resolving them or their root causes. In addition, traditional AMS offerings are disparate and separate from software vendor support, with
inherent inefficiencies and gaps that further limit responsiveness, root cause analysis and business value.
We believe organizations are realizing the value
of an integrated, expert-led Support and AMS offering that eliminates inefficiencies, realizes joint value from the resolution of root
causes that reduce issue volumes over time, and improves client satisfaction. Through our solution offerings, Rimini Street provides expert,
ultra-responsive support and AMS, functioning as an extension of IT teams, with engineers available 24x7x365 around the globe for all
AMS and enterprise software projects, and to fill skill gaps or help with rightsizing enterprise teams. Rimini Street teams deliver a
wide variety of desired outcomes for a broad range of use cases such as supporting entire enterprise software systems, reducing costs,
clearing backlogs, or facilitating the redeployment of IT teams for more strategic initiatives.
As of December 31, 2021, we employed over
1,660 professionals and supported over 2,840 active clients globally, including 72 Fortune 500 companies and 16 Fortune Global 100 companies,
across a broad range of industries. We define an active client as a distinct entity, such as a company, an educational or government institution,
or a business unit of a company that purchases our services to support a specific product. For example, we count as two separate active
client instances in circumstances where we provide support for two different products to the same entity. We market and sell our services
globally, primarily through our direct sales force, and currently have wholly-owned subsidiaries in Australia, Brazil, UAE (Dubai), France,
Germany, Hong Kong, India, Israel, Japan, Korea, Malaysia, Mexico, Netherlands, New Zealand, Poland, Singapore, Sweden, Taiwan,
Canada, the United Kingdom and the United States. We believe our primary competitors are the enterprise software vendors whose products
we service and support, including IBM, Microsoft, Oracle and SAP.
Our subscription-based revenue provides a strong
foundation for, and visibility into, future period results. We generated revenue of $374.4 million, $326.8 million and $281.1 million
for the years ended December 31, 2021, 2020 and 2019, respectively, representing a year-over-year increase of 15% and 16% for 2021
and 2020, respectively. We have a history of losses, and as of December 31, 2021, we had an accumulated deficit of $225.8 million.
We had net income of $75.2 million, $11.6 million and $21.4 million for the years ended December 31, 2021, 2020 and 2019, respectively.
We generated approximately 53%, 59% and 64% of our revenue in the United States and approximately 47%, 41% and 36% of our revenue from
our international business for the years ended December 31, 2021, 2020 and 2019, respectively.
CORPORATE INFORMATION
We were incorporated as Rimini Street, Inc.
(“RSI”) in the state of Nevada in September 2005. In May 2017, RSI entered into an Agreement and Plan of Merger
(the “Merger Agreement”) with GP Investments Acquisition Corp. (“GPIA”), a publicly-held special purpose acquisition
company incorporated in the Cayman Islands and formed for the purpose of effecting a business combination with one or more businesses.
Substantially all of GPIA’s assets consisted of cash and cash equivalents. The Merger Agreement was approved by the respective shareholders
of RSI and GPIA in October 2017, and closing occurred on October 10, 2017, resulting in (i) the merger of a wholly-owned
subsidiary of GPIA with and into RSI, with RSI as the surviving corporation, after which (ii) RSI merged with and into GPIA, with
GPIA as the surviving corporation (collectively, the “Merger Transactions”). Prior to consummation of the mergers, GPIA domesticated
as a Delaware corporation (the “Delaware Domestication”). Immediately after the Delaware Domestication and the consummation
of the second merger, GPIA was renamed “Rimini Street, Inc.”
Our principal executive offices
are located at 3993 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169, and our telephone number is (702) 839-9671.
Our website address is www.riministreet.com.
The information on, or that can be accessed through, our website is not part of this prospectus.
RISK FACTORS
Investing in our securities involves a high degree
of risk. Before making an investment decision, you should carefully consider the risks described in the section titled “Risk
Factors” in our most recent Annual Report on Form 10-K as filed with the SEC, which are incorporated herein by reference
in their entirety, as well any amendment or updates to our risk factors reflected in subsequent filings with the SEC, which will be incorporated
by reference in this prospectus and any applicable prospectus supplement. Our business, financial condition or results of operations could
be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks, and
you may lose all or part of your investment. This prospectus, any applicable prospectus supplement and the incorporated documents also
contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of certain factors, including the risks mentioned elsewhere in this prospectus. For more
information, see the section titled “Where You Can Find Additional Information” herein.
USE OF PROCEEDS
Unless otherwise indicated in a prospectus supplement,
the net proceeds from the sale of the securities offered by us in this prospectus will be used for general corporate purposes, including,
but not limited to, working capital, capital optimization transactions, acquisitions and other business purposes. We may also invest the
proceeds in certificates of deposit, United States government securities, certain other interest-bearing securities or money market securities
until the proceeds are applied for specified purposes. If we decide to use the net proceeds from a particular offering for a specific
purpose other than as set forth above, we will describe that purpose in the applicable prospectus supplement.
DESCRIPTION OF SECURITIES
GENERAL
The following is a summary of the rights of our
securities and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws and the applicable
provisions of the Delaware General Corporation Law (“DGCL”). This summary does not purport to be complete and is qualified
in its entirety by the provisions of our amended and restated certificate of incorporation and amended and restated bylaws, copies of
which have been filed as exhibits to the registration statement of which this prospectus is a part and the applicable provisions of the
DGCL.
We are a Delaware corporation. Our authorized capital
stock consists of 1,000,000,000 shares of common stock, par value $0.0001 per share, and 100,000,000 shares of preferred stock, par value
$0.0001 per share.
COMMON STOCK
As of December 31, 2021, we had issued and
outstanding 87,107,419 shares of common stock and no outstanding shares of preferred stock.
Dividend Rights
Subject to preferences that may apply to any shares
of preferred stock outstanding at the time, if any, the holders of our common stock are entitled to receive dividends out of funds legally
available if our board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that
our board of directors may determine.
Voting Rights
Holders of shares of our common stock shall be
entitled to cast one vote for each share held on all matters submitted to a vote of our stockholders. Holders of shares of our common
stock have no cumulative voting rights with respect to the election of directors. Our amended and restated certificate of incorporation
establishes a classified board of directors that is divided into three classes with staggered three-year terms. Only the directors in
one class will be subject to election by a plurality of votes cast at each annual meeting of our stockholders, with the directors in the
other classes continuing for the remainder of their respective three-year terms.
No Preemptive or Similar Rights
Our common stock is not entitled to preemptive
rights and is not subject to conversion, redemption or sinking fund provisions.
Right to Receive Liquidation Distributions
If we become subject to a liquidation, dissolution,
or winding-up, the assets legally available for distribution to our stockholders would be distributable ratably among the holders of our
common stock and, if any, any participating preferred stock outstanding at that time, after prior satisfaction of all outstanding debt
and liabilities and the preferential rights and payment of liquidation preferences, if any, on any other series of preferred stock outstanding
at that time.
PREFERRED STOCK
Description of Undesignated Preferred Stock
We may issue shares of our preferred stock from
time to time, in one or more series. Under our amended and restated certificate of incorporation, our board of directors is authorized,
without action by the stockholders, to designate and issue up to an aggregate of 100,000,000 shares of preferred stock in one or more
series, of which 180,000 were previously designated as Series A Convertible Preferred Stock, all of which shares have been fully
redeemed by the Company and are no longer outstanding. Our board of directors can fix by resolution or resolutions the designations, powers,
preferences and rights, and the qualifications, limitations or restrictions thereof, of any wholly unissued series of preferred stock,
including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting
rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of
any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing. Our board
of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power
or other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with possible
future financings and acquisitions and other corporate purposes could, under certain circumstances, have the effect of delaying or preventing
a change in control of our company and might harm the market price of our common stock.
Our board of directors will make any determination
to issue such shares based on its judgment as to our best interests and the best interests of our stockholders.
If we issue preferred stock pursuant to this prospectus,
we will fix the rights, preferences, privileges, qualifications and restrictions of each series of such preferred stock in the certificate
of designations relating to that series. If we issue preferred stock pursuant to this prospectus, we will incorporate by reference into
the registration statement of which this prospectus is a part the form of any certificate of designations that describes the terms of
the series of preferred stock we are offering before the issuance of the related series of preferred stock. We urge you to read the applicable
prospectus supplement related to any series of preferred stock we may offer, as well as the complete certificate of designations that
contains the terms of the applicable series of preferred stock.
WARRANTS
Outstanding Warrants
As
of the date of this prospectus, there are outstanding warrants exercisable for an aggregate of 18,127,924 shares of our common stock,
including warrants exercisable for 3,440,424 shares of our common stock at $5.64 per share and warrants exercisable for an aggregate
of 14,687,500 shares of our common stock at $11.50 per share.
All of our outstanding warrants are currently exercisable.
The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the
event of a stock dividend, recapitalization, reorganization, merger or consolidation. A summary of the terms of outstanding warrants and
the number of shares of our common stock issuable upon exercise, is presented below (in thousands, except per share amounts):
Description | |
Issuance Date | |
Expiration Date | |
Exercise Price | | |
Number of Shares | |
Origination Agent Warrants(1) | |
October 2017 | |
June 2026(2) | |
$ | 5.64 | | |
| 3,440 | |
Public Warrants(3) | |
May 2015 | |
October 2022 | |
| 11.50 | | |
| 8,625 | |
GP Sponsor Private Placement Warrants(4) | |
May 2015 | |
October 2022 | |
| 11.50 | | |
| 6,063 | |
Total | |
| |
| |
| | | |
| 18,128 | |
| (1) | The Origination Agent Warrants were issued upon consummation of the Merger Transactions discussed under the heading “Corporate
Information,” above. |
| (2) | The expiration date for the Origination Agent Warrants is the earlier to occur of the stated expiration date or the date when we experience
a change of control. |
| (3) | On May 26, 2015, GPIA completed an initial public offering that included warrants for 8.6 million shares of common stock (the
“Public Warrants”). Each Public Warrant entitles the holder to the right to purchase one share of our common stock at an exercise
price of $11.50 per share. No fractional shares will be issued upon exercise of the Public Warrants. We may elect to redeem the Public
Warrants, in whole or in part, at a price of $0.01 per Public Warrant if (i) 30 days’ prior written notice is provided to the
holders, and (ii) the last sale price of our common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading
day period ending on the third trading day prior to the date on which the notice of redemption is sent to the Public Warrant holders.
Upon issuance of a redemption notice by us, the Public Warrant holders have a period of 30 days to exercise for cash, or on a cashless
basis. |
| (4) | Simultaneously with GPIA’s initial public offering in May 2015, GPIC, Ltd., a Bermuda company (the “GP Sponsor”),
purchased an aggregate of 6.1 million warrants at a purchase price of $1.00 per warrant in a private placement (the “GP Sponsor
Private Placement Warrants”). The GP Sponsor Private Placement Warrants could not be redeemed by us so long as the GP Sponsor Private
Placement Warrants were held by the initial purchasers, or such purchasers’ permitted transferees. If the GP Sponsor Private Placement
Warrants were held by someone other than the initial purchasers or such purchasers’ permitted transferees, the GP Sponsor Private
Placement Warrants were redeemable by us and exercisable by such holders on the same basis as the Public Warrants. On October 29,
2021, the GP Sponsor sold the GP Sponsor Private Placement Warrants for $1.04 per warrant to unaffiliated holders. As a result of the
sale, the new holders of the GP Sponsor Private Placement Warrants have the same rights as that of the Public Warrant holders. |
Description of Warrants
The following description of the warrant agreements
summarizes certain general terms that will apply to the warrants that we may issue and not the warrants of the Company that are currently
outstanding. The description is not complete, and we refer you to the warrant agreements, which will be filed with the SEC in connection
with our offering of any warrants and will be available as described below under the heading “Where You Can Find Additional Information”
in this prospectus, as well as the descriptions of any such warrants contained in an applicable prospectus supplement.
We may issue warrants to purchase common stock,
preferred stock or other securities. We will issue warrants under one or more warrant agreements between us and a warrant agent that we
will name in the applicable prospectus supplement. The prospectus supplement relating to any warrants we are offering will include specific
terms relating to the offering, including a description of any other securities sold together with the warrants. These terms will include
some or all of the following:
| ● | the title of the warrants; |
| ● | the aggregate number of warrants offered; |
| ● | the price or prices at which the warrants will be issued; |
| ● | the currency or currencies, including composite currencies, in which the prices of the warrants may be payable; |
| ● | the designation, amount and terms of the securities for which the warrants are exercisable; |
| ● | any rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies
or indices; |
| ● | the number of shares of common stock, preferred stock or other securities or rights issuable upon exercise of the warrants and the
procedures by which those numbers may be adjusted; |
| ● | the dates or periods during which the warrants are exercisable; |
| ● | whether the warrants are separately transferable; |
| ● | if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit or composite currency in which the exercise
price is denominated; |
| ● | any minimum or maximum number of warrants that may be exercised at any one time; |
| ● | any terms relating to the modification of the warrants; and |
| ● | any other terms of the warrants, including terms, procedures and limitations relating to the transferability, exchange, exercise or
redemption of the warrants. |
Holders of warrants will not be entitled to:
| ● | vote, consent or receive dividends; |
| ● | receive notice as stockholders with respect to any meeting of stockholders for the election of our directors or any other matter;
or |
| ● | exercise any rights as stockholders of the Company. |
Each warrant that we may issue will entitle its holder to purchase
the principal amount of the number of shares of preferred stock or common stock at the exercise price set forth in, or calculable as set
forth in, the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants
may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement.
After the close of business on the expiration date, unexercised warrants will become void.
A holder of warrant certificates may exchange them
for new warrant certificates of different denominations, present them for registration of transfer and exercise them at the corporate
trust office of the warrant agent or any other office indicated in the applicable prospectus supplement. Until any warrants to purchase
common stock or preferred stock are exercised, the holders of the warrants will not have any rights of holders of the underlying common
stock, preferred stock or other security.
PUBLIC UNITS
Outstanding Public Units
Each public unit consists of one share of common
stock and one-half of one Public Warrant. Each whole Public Warrant entitles the holder thereof to purchase one share of our common stock
at a price of $11.50 per share.
As
of December 31, 2021, 3,841 public units were outstanding. Holders of public units must elect to separate the underlying shares
of our common stock and Public Warrants prior to exercising their Public Warrants. If holders hold their public units in an account at
a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the public units into the underlying shares
of common stock and Public Warrants, or if a holder holds public units registered in its own name, the holder must contact Continental
Stock Transfer & Trust Company, our transfer agent, directly and instruct them to do so.
Rights as a Stockholder
Holders of our public units are entitled to cast
one vote for each underlying share of our common stock held on all matters submitted to a vote of our stockholders and otherwise have
the same rights and privileges as the holders of our common stock. No additional rights are conferred on the holders of our public units
by virtue of the one-half of one Public Warrant underlying the public units, including any voting rights, until the holder exercises the
Public Warrant.
ANTI-TAKEOVER EFFECTS OF DELAWARE LAW AND OUR AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION AND BYLAWS
Our amended and restated certificate of incorporation
and amended and restated bylaws contain provisions that could have the effect of delaying, deferring, or discouraging another party from
acquiring control of us. These provisions and certain provisions of the DGCL, which are summarized below, could discourage takeovers,
coercive or otherwise. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to negotiate
first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an
unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us.
Undesignated
Preferred Stock. As discussed above under “Preferred Stock,” our board of directors has the ability to designate
and issue preferred stock with voting or other rights or preferences that could deter hostile takeovers or delay changes in our control
or management.
Limits
on Ability of Stockholders to Act by Written Consent or Call a Special Meeting. Our amended and restated certificate of incorporation
provides that our stockholders may not act by written consent. This limit on the ability of stockholders to act by written consent may
lengthen the amount of time required to take stockholder actions. As a result, the holders of a majority of our capital stock are not
able to amend the amended and restated bylaws or remove directors without holding a meeting of stockholders called in accordance with
the amended and restated bylaws.
In addition, our amended and restated bylaws provide
that special meetings of the stockholders may be called only by our board of directors, the chairperson of our board of directors, our
chief executive officer or our president. A stockholder may not call a special meeting, which may delay the ability of our stockholders
to force consideration of a proposal or for holders controlling a majority of our capital stock to take any action, including the removal
of directors.
Requirements
for Advance Notification of Stockholder Nominations and Proposals. Our amended and restated bylaws contain advance notice procedures
with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at
the direction of our board of directors or a committee of the board of directors. These advance notice procedures may have the effect
of precluding the conduct of certain business at a meeting if the proper procedures are not followed and may also discourage or deter
a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempt to obtain control
of our company.
Board
Classification. Our board of directors is divided into three classes. The directors in each class serve for a three-year term,
one class being elected each year by our stockholders. This system of electing and removing directors may discourage a third party from
making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to
replace a majority of the directors.
Choice
of Forum. Our amended and restated bylaws provide that unless we consent in writing to the selection of an alternative forum,
the Court of Chancery of the State of Delaware will be the exclusive forum for: (a) any derivative action or proceeding brought on
our behalf; (b) any action asserting a breach of a fiduciary duty owed by any of our directors, officers, employees or agents to
us or our stockholders; (c) any action asserting a claim pursuant to any provision of the DGCL, our amended and restated certificate
of incorporation or our amended and restated bylaws; or (d) any action asserting a claim governed by the internal affairs doctrine.
Such exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange
Act.
Delaware
Anti-Takeover Statute. We are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. In
general, Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a “business
combination” with an “interested stockholder” (in each case as defined below) for a period of three years following
the date the person became an interested stockholder unless:
| ● | prior to the date of the transaction, our board of directors approved either the business combination or the transaction that resulted
in the stockholder becoming an interested stockholder; |
| ● | upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of
determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder), (1) shares owned
by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not
have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
| ● | at or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at
an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding
voting stock that is not owned by the interested stockholder. |
Generally, a business combination includes a merger,
asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is
a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder
status, owned 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision to have an anti-takeover
effect with respect to transactions our board of directors does not approve in advance. We also anticipate that Section 203 may discourage
attempts that might result in a premium over the market price for the shares of common stock held by stockholders.
The provisions of the DGCL and the provisions of
our amended and restated certificate of incorporation and amended and restated bylaws could have the effect of discouraging others from
attempting hostile takeovers and as a consequence, they might also inhibit temporary fluctuations in the market price of our common stock
that often result from actual or rumored hostile takeover attempts. These provisions might also have the effect of preventing changes
in our management. It is also possible that these provisions could make it more difficult to accomplish transactions that stockholders
might otherwise deem to be in their best interests.
TRANSFER AND WARRANT AGENT AND REGISTRAR
The transfer agent for our common stock and public
units and the warrant agent for our public warrants is Continental Stock Transfer & Trust Company, which is located at 1 State
Street Plaza, 30th Floor, New York, New York 10004, e-mail: cstmail@continentalstock.com.
EXCHANGE LISTING
Our common stock is listed on Nasdaq under the
symbol “RMNI.” Our public warrants are quoted on the OTC Pink Current Information Marketplace (“OTC Pink”) under
the symbol “RMNIW” and our public units are quoted on the OTC Pink under the symbol “RMNIU.”
PLAN OF DISTRIBUTION
We are registering common stock, preferred stock
and warrants with an aggregate offering price not to exceed $200,000,000, to be sold by us under a “shelf” registration process.
If we offer securities under this prospectus, we
will amend or supplement this prospectus by means of an accompanying prospectus supplement setting forth the specific terms and conditions
and other information about that offering as is required or necessary.
We may sell the securities in any of the following
ways (or in any combination) from time to time:
| ● | to or through underwriters, brokers or dealers; |
| ● | directly to one or more purchasers; |
| ● | through agents; |
| ● | “at the market offerings” to or through market makers or into an existing market for the securities; |
| ● | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| ● | block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the
block as principal to facilitate the transaction; |
| ● | privately negotiated transactions; |
| ● | short sales (including short sales “against the box”); |
| ● | through the writing or settlement of standardized or over-the-counter options or other hedging or derivative transactions, whether
through an options exchange or otherwise; |
| ● | by pledge to secure debts and other obligations; |
| ● | in other ways not involving market makers or established trading markets, including direct sales to purchasers or sales effected through
agents; |
| ● | a combination of any such methods of sale; and |
| ● | any other method permitted pursuant to applicable law and described in an applicable prospectus supplement. |
The applicable prospectus supplement will set forth
the terms of the offering of such securities, including:
| ● | the name or names of any underwriters, dealers or agents and the amounts of securities underwritten or purchased by each of them;
and |
| ● | the public offering price of the securities and the proceeds to us and any discounts, commissions or concessions allowed or re-allowed
or paid to dealers. Any public offering price and any discounts, commissions or concessions allowed or re-allowed or paid to dealers may
be changed from time to time. |
We may effect the distribution of the securities
from time to time in one or more transactions either:
| ● | at a fixed price or prices, which may be changed from time to time; |
| ● | at market prices prevailing at the time of sale; |
| ● | at prices relating to the prevailing market prices; or |
| ● | at negotiated prices. |
Offers to purchase securities may be solicited
directly by us and the sale thereof may be made by us directly to institutional investors or others. In such a case, no underwriters or
agents would be involved. We may use electronic media, including the Internet, to sell offered securities directly.
If underwriters are used in the sale of any securities,
the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The securities
may be either offered to the public through underwriting syndicates represented by managing underwriters, or directly by underwriters.
Generally, the underwriters’ obligations to purchase the securities will be subject to certain conditions precedent. Depending on
the type of offering, the underwriters may be obligated to purchase all of the securities if they purchase any of the securities (other
than any securities purchased upon exercise of any over-allotment option). The underwriters may receive compensation from us, for whom
they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell our common stock to or through dealers,
and the dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers for whom they may act as agents. Such compensation may be in excess of customary discounts, concessions or commissions.
We may offer the securities covered by this prospectus
into an existing trading market on the terms described in the prospectus supplement relating thereto. Underwriters, dealers and agents
who participate in any at-the-market offerings will be described in the prospectus supplement relating thereto. To the extent that we
make sales through one or more underwriters or agents in at-the-market offerings, we will do so pursuant to the terms of a sales agency
financing agreement or other at-the-market offering arrangement between us and the underwriters or agents. If we engage in at-the-market
sales pursuant to any such agreement, we will issue and sell the securities through one or more underwriters or agents, which may act
on an agency basis or on a principal basis. During the term of any such agreement, we may sell our securities on a daily basis in exchange
transactions or otherwise as we agree with the underwriters or agents. The agreement will provide that any securities sold will be sold
at prices related to the then-prevailing market prices for our securities. Therefore, exact figures regarding proceeds that will be raised
or commissions to be paid cannot be determined at this time. Pursuant to the terms of the agreement, we also may agree to sell, and the
relevant underwriters or agents may agree to solicit offers to purchase, blocks of our securities. The terms of each such agreement will
be set forth in more detail in the applicable prospectus supplement.
We may sell the securities through agents from
time to time. The prospectus supplement will name any agent involved in the offer or sale of the securities and any commissions paid to
them. Generally, any agent will be acting on a best efforts basis for the period of its appointment.
If we utilize a dealer in the sale of the securities
in respect of which this prospectus is delivered, we may sell such securities to the dealer, as principal. The dealer may then resell
such securities to the public at varying prices to be determined by the dealer at the time of resale.
In effecting sales, broker-dealers or agents engaged
by us may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts, or concessions
from us in amounts to be negotiated immediately prior to the sale. Such compensation may be in excess of customary discounts, concessions
or commissions.
In connection with the sale of the securities or
otherwise, we may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the securities covered
by this prospectus in the course of hedging the positions they assume. We may also sell short the securities covered by this prospectus
and deliver the securities to close out short positions, or loan or pledge the securities covered by this prospectus to broker-dealers
that in turn may sell these securities. We may enter into option or other transactions with broker-dealers that involve the delivery of
the shares offered hereby to the broker-dealers, who may then resell or otherwise transfer those securities.
Any underwriter, broker-dealer, or agent that participates
in the distribution of the securities may be deemed to be an “underwriter” as defined in the Securities Act. Any commissions
paid or any discounts or concessions allowed to any such persons, and any profits they receive on resale of the securities, may be deemed
to be underwriting discounts and commissions under the Securities Act. We will identify any underwriters or agents and describe their
compensation in a prospectus supplement. Any compensation paid to underwriters, dealers or agents in connection with the offering of the
securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers will be provided in the applicable
prospectus supplement.
The aggregate proceeds to us from the sale of the
any securities will be the purchase price of such securities less discounts and commissions, if any.
Underwriters or agents may purchase and sell the
securities in the open market. These transactions may include over-allotment, stabilizing transactions, syndicate covering transactions
and penalty bids. Over-allotment involves sales in excess of the offering size, which creates a short position. Stabilizing transactions
consist of bids or purchases for the purpose of preventing or retarding a decline in the market price of the securities and are permitted
so long as the stabilizing bids do not exceed a specified maximum. Syndicate covering transactions involve the placing of any bid on behalf
of the underwriting syndicate or the effecting of any purchase to reduce a short position created in connection with the offering. The
underwriters or agents also may impose a penalty bid, which permits them to reclaim selling concessions allowed to syndicate members or
certain dealers if they repurchase the securities in stabilizing or covering transactions. These activities may stabilize, maintain or
otherwise affect the market price of the securities, which may be higher than the price that might otherwise prevail in the open market.
These activities, if begun, may be discontinued at any time. These transactions may be effected on any exchange on which the securities
is traded, in the over-the-counter market or otherwise.
Agents, broker-dealers and underwriters may be
entitled to indemnification by us, against certain civil liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which the agents or underwriters may be required to make in respect thereof.
Agents, broker-dealers and underwriters or their
affiliates may engage in transactions with, or perform services for us in the ordinary course of business. We may also use underwriters
or other third parties with whom we have a material relationship. We will describe the nature of any such relationship in the applicable
prospectus supplement.
We are subject to the applicable provisions of
the Exchange Act and the rules and regulations under the Exchange Act, including Regulation M, which may limit the timing of purchases
and sales of any of the securities offered in this prospectus. The anti-manipulation rules under the Exchange Act may apply to sales
of securities in the market and to the actions of the Company and our affiliates.
In order to comply with the securities laws of
certain states, if applicable, the securities must be sold in such jurisdictions only through registered or licensed brokers or dealers.
In addition, in certain states the securities may not be sold unless it has been registered or qualified for sale in the applicable state
or an exemption from the registration or qualification requirement is available and is complied with.
To the extent required, this prospectus may be
amended and/or supplemented from time to time to describe a specific plan of distribution. Instead of selling securities under this prospectus,
we may sell the securities offered pursuant to other available exemptions from the registration requirements of the Securities Act.
LEGAL MATTERS
The validity of the securities offered hereby has
been passed upon for us by Baker & McKenzie LLP, Palo Alto, California. Additional legal matters may be passed upon for us or
any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements of Rimini
Street, Inc. as of December 31, 2021 and 2020, and for each of the years in the three-year period ended December 31, 2021,
and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2021, have
been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated
by reference herein, and upon the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
The rules and regulations of the SEC allow
us to omit from this prospectus certain information included in the registration statement. For further information about us and the Securities,
you should refer to the registration statement and the exhibits and schedules filed with the registration statement. With respect to the
statements contained in this prospectus regarding the contents of any agreement or any other document, in each instance, the statement
is qualified in all respects by the complete text of the agreement or document, a copy of which has been filed as an exhibit to the registration
statement.
We are subject to the informational reporting requirements
of the Exchange Act. We file reports, proxy statements and other information with the SEC under the Exchange Act. Our SEC filings are
available over the Internet at the SEC’s website at http://www.sec.gov. Our website address is www.riministreet.com.
The information on, or that can be accessed through, our website is not part of this prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference the
information and reports we file with it, which means that we can disclose important information to you by referring you to these documents.
The information incorporated by reference is an important part of this prospectus, and information that we file after the date hereof
with the SEC will automatically update and supersede the information already incorporated by reference. We are incorporating by reference
the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, except as to any portion of any future report or document that is not deemed filed under
such provisions, after the date of this prospectus and prior to the termination of this offering:
| (1) | Our Annual Report on Form 10-K for the year ended December 31,
2021, as filed with the SEC on March 2, 2022; |
| (3) | The
description of our common stock contained in our Registration
Statement on Form 8-A (Registration No. 001-37397) filed with the SEC on May 15, 2015 pursuant to Section 12(b) of
the Exchange Act, including the updates to such description in Exhibit 4.2 to our Annual Report on Form 10-K for the year ended
December 31, 2021, as filed with the SEC on March 2,
2022, and including any other amendment or report filed for the purpose of updating such description. |
Upon request, we will provide, without charge,
to each person, including any beneficial owner, to whom a copy of this prospectus is delivered a copy of the documents incorporated by
reference into this prospectus. You may request a copy of these filings, and any exhibits we have specifically incorporated by reference
as an exhibit in this prospectus, at no cost by writing or telephoning us at the following:
Rimini Street, Inc.
3993 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169
telephone number (702) 839-9671
You may also access these documents, free of charge
on the SEC’s website at www.sec.gov or on our website at www.investors.riministreet.com. Information contained on
our website is not incorporated by reference into this prospectus, and you should not consider any information on, or that can be accessed
from, our website as part of this prospectus or any accompanying prospectus supplement.
This prospectus is part of a registration statement
we filed with the SEC. We have incorporated exhibits into this registration statement. You should read the exhibits carefully for provisions
that may be important to you.
We have not authorized anyone to provide you with
information other than what is incorporated by reference or provided in this prospectus or any prospectus supplement. We are not making
an offer of these securities in any state where such offer is not permitted. You should not assume that the information in this prospectus
or in the documents incorporated by reference is accurate as of any date other than the date on the front of this prospectus or those
documents.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| ITEM 14. | OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. |
The following table sets forth all expenses to
be paid by the Registrant, other than underwriting discounts and commissions, in connection with this offering. All amounts shown are
estimates.
SEC registration fee | |
$ | 18,540 | |
FINRA filing fee | |
$ | * | |
Printing fees | |
$ | * | |
Legal fees and expenses | |
$ | * | |
Accounting fees and expenses | |
$ | * | |
Miscellaneous | |
$ | * | |
Total | |
$ | * | |
*These fees and expenses depend on the manner of sale of the securities,
the securities offered and the number of issuances, and accordingly cannot be estimated at this time and will be reflected in the applicable
prospectus supplement
| ITEM 15. | INDEMNIFICATION OF DIRECTORS AND OFFICERS. |
As permitted by Section 102 of the Delaware
General Corporation Law, we have adopted provisions in our amended and restated certificate of incorporation and amended and restated
bylaws that limit or eliminate the personal liability of our directors for a breach of their fiduciary duty of care as a director. The
duty of care generally requires that, when acting on behalf of the corporation, directors exercise an informed business judgment based
on all material information reasonably available to them. Consequently, a director will not be personally liable to us or our stockholders
for monetary damages for breach of fiduciary duty as a director, except for liability for:
| ● | any breach of the director’s duty of loyalty to us or our stockholders; |
| ● | any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
| ● | any act related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or |
These limitations of liability do not affect the
availability of equitable remedies such as injunctive relief or rescission. Our amended and restated certificate of incorporation also
authorizes us to indemnify our officers, directors and other agents to the fullest extent permitted under Delaware law.
As permitted by Section 145 of the Delaware
General Corporation Law, our amended and restated bylaws provide that:
| ● | we may indemnify our directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law, subject
to limited exceptions; |
| ● | we may advance expenses to our directors, officers and employees in connection with a legal proceeding to the fullest extent permitted
by the Delaware General Corporation Law, subject to limited exceptions; and |
| ● | the rights provided in our amended and restated bylaws are not exclusive. |
Our amended and restated certificate of incorporation
and our amended and restated bylaws provide for the indemnification provisions described above and elsewhere herein. We have entered into
separate indemnification agreements with our directors and officers that may be broader than the specific indemnification provisions contained
in the Delaware General Corporation Law. These indemnification agreements generally require us, among other things, to indemnify our directors
and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities
arising from willful misconduct. These indemnification agreements also generally require us to advance any expenses incurred by the directors
or officers as a result of any proceeding against them as to which they could be indemnified. In addition, we have purchased a policy
of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement
or payment of a judgment in some circumstances. These indemnification provisions and the indemnification agreements may be sufficiently
broad to permit indemnification of directors and officers for liabilities, including reimbursement of expenses incurred, arising under
the Securities Act of 1933, as amended, or the Securities Act.
| ITEM 16. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
| (a) | Exhibits. We have filed the exhibits listed on the accompanying Exhibit Index of this Registration Statement. |
EXHIBIT INDEX
| * | To be filed, if necessary, by amendment or as an exhibit to a report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, and incorporated herein by reference. |
| (a) | The undersigned Registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which individually or in the aggregate, represent a fundamental change in the information set forth
in the Registration Statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement; |
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and
(a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration Statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
| (4) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
| (A) | Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement
as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| (B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement
in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose
of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective date. |
| (5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
| (d) | The undersigned Registrant hereby undertakes that: |
| (1) | For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement
as of the time it was declared effective. |
| (2) | For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, State of Nevada, on March 2, 2022.
|
RIMINI STREET, INC. |
|
|
|
|
By: |
/s/ Seth A. Ravin |
|
|
Seth A. Ravin |
|
|
Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below hereby constitutes and appoints Seth A. Ravin and Michael L. Perica, and each of them, as his or her true
and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments
to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto
filed pursuant to Rule 462(b) under the Securities Act of 1933 increasing the number of securities for which registration is
sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact, proxy and agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his or her substitute, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this registration statement on Form S-3 has been signed by the following persons in the
capacities and on the dates indicated:
Signature |
|
Title |
|
Date |
/s/ Seth A. Ravin |
|
Chief
Executive Officer and Chairman of the Board of Directors |
|
March 2,
2022 |
Seth A. Ravin |
|
(Principal Executive Officer) |
|
|
/s/ Michael L. Perica |
|
Executive
Vice President and Chief Financial Officer |
|
March 2,
2022 |
Michael L. Perica |
|
(Principal Financial Officer and Principal Accounting Officer) |
|
|
/s/ Jack L. Acosta |
|
Director |
|
March 2,
2022 |
Jack L. Acosta |
|
|
|
|
/s/ Steve Capelli |
|
Director |
|
March 2,
2022 |
Steve Capelli |
|
|
|
|
/s/ Katrinka B. McCallum |
|
Director |
|
March 2,
2022 |
Katrinka B. McCallum |
|
|
|
|
/s/ Robin Murray |
|
Director |
|
March 2,
2022 |
Robin Murray |
|
|
|
|
/s/ Margaret (Peggy) Taylor |
|
Director |
|
March 2,
2022 |
Margaret (Peggy) Taylor |
|
|
|
|
/s/ Jay Snyder |
|
Director |
|
March 2,
2022 |
Jay Snyder |
|
|
|
|
Rimini Street (PK) (USOTC:RMNIW)
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