UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM 8-K
___________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 16, 2024
___________________
(Exact Name of Registrant as Specified in its Charter)
___________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 (see General Instructions A.2. below):
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| (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 (§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.
As previously reported, on October 16, 2024 (the “Redemption Notice Date”), MongoDB, Inc. (the “Company”) issued a notice of redemption (the “Redemption Notice”) to holders of the outstanding 0.25% Convertible Senior Notes due 2026 (the “Notes”), pursuant to which the Company announced that it would redeem in full all outstanding Notes issued under the Indenture, dated as of January 14, 2020 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, on December 16, 2024 (the “Redemption Date”). During the period from the Redemption Notice Date through the close of business on December 13, 2024 (the “Conversion Period”), holders of approximately $1,150 million aggregate principal amount of Notes elected to convert their Notes in accordance with the terms of the Indenture, for which the Company delivered to converting holders 5,662,979 shares (the “Conversion Shares”) of MongoDB’s Common Stock, par value $0.001 per share (the “Common Stock”), together with cash in lieu of any fractional shares. The issuance of the Conversion Shares in exchange for the converted Notes was exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 3(a)(9) thereof. On the Redemption Date, the Company redeemed all $349,000 in aggregate principal amount of Notes that had not been previously surrendered for conversion at a redemption price in cash equal to approximately $349,366, including accrued and unpaid interest.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |||||||||||||||||||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MONGODB, INC. | |||||||||||
| Dated: December 20, 2024 | By: | /s/ Andrew Stephens | |||||||||
Name: Andrew Stephens Title: General Counsel and Secretary | |||||||||||