Item 5. Other Information
Item 5. OTHER INFORMATION
The information set forth below is included herein for the purposes of providing the disclosure required under “Item 1.01 – Entry into a Material Definitive Agreement.” of Form 8-K.
On August 4, 2021, the Company entered into an Agreement on the Sale and Transfer of Shares (the “Share Purchase Agreement”) with its wholly-owned subsidiary Appian Europe Ltd. (the “Purchaser”), and each of Karibu Capital UG, Thobai UG, Ramox UG, HPI Seed Fund GmbH, Capnamic Ventures Fund II GmbH& Co. KG, West Tech Ventures GmbH, Kölpin Venture GmbH, Main Incubator GmbH, Bornschein & keine Töchter GmbH, Wayra Deutschland GmbH, and NEXTBLUE1-go Toshijigyo Yugen Sekinin Kumiai (the “Sellers”) and each of Dr. Thomas Lutterbeck, Karina Buschsieweke, Dr. Rami-Habib Eid-Sabbagh, and Dan Wucherpfennig (the “Managers”). Pursuant to the Share Purchase Agreement, and upon the terms of and subject to the conditions therein, the Sellers have agreed to sell, and the Purchaser has agreed to buy (the “Acquisition”) all of the shares of Lana Labs GmbH, a limited liability company incorporated and established under the laws of Germany (“Lana”) for EUR 29,075,630 in cash, subject to customary purchase price adjustments (the “Purchase Price”). In addition, following the Closing, the Managers and certain key employees of Lana will receive equity of the Company in the form of
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restricted stock units. The Company is acting as guarantor of the obligations of the Purchaser under the Share Purchase Agreement. A portion of the Purchase Price is subject to a holdback, whereby an amount equal to 10% of the Purchase Price will be held back, with 25% being released to certain Sellers within two months of the completion of certain financial statements or October 31, 2022 at the latest, and 75% being released to certain Sellers upon the two year anniversary of the closing date, subject to adjustment for certain indemnifiable events and circumstances as set forth in the Share Purchase Agreement.
The Share Purchase Agreement contains customary warranties and covenants made by each of the Sellers and the Managers, including, among others, covenants by the Managers and the Sellers regarding the conduct of the Lana business between the date of the Share Purchase Agreement and the closing date of the Acquisition. In connection with the Share Purchase Agreement, the Purchaser will bind a buy-side warranty and indemnity insurance policy (the “W&I Policy”). Under the Share Purchase Agreement, the Purchaser’s sole right of recovery (if any) in excess of certain caps on liability specified in the Share Purchase Agreement in respect of the insured warranty claims is under the W&I Policy (except for in the case of wilful deceit/fraud or other intentional conduct of the Sellers). The Company expects to complete the Acquisition in August 2021, at which time Lana will become a wholly-owned subsidiary of the Company.
The foregoing description of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Share Purchase Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2021.
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Item 6. EXHIBITS
Exhibit No.
Description Reference
10.1 Appian Corporation Employee Stock Purchase Plan †
Attached.
31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Attached.
31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Attached.
32.1 Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Attached.
101.INS XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. Attached.
101.SCH XBRL Taxonomy Extension Schema Document Attached.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Attached.
101.DEF XBRL Taxonomy Extension Definition Linkbase Document Attached.
101.LAB XBRL Taxonomy Extension Label Linkbase Document Attached.
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document Attached.
104 Cover page formatted as Inline XBRL and contained in Exhibit 101 Attached.
† Indicates management contract or compensatory plan.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
APPIAN CORPORATION
August 5, 2021 By: /s/ Matthew Calkins /s/ Mark Lynch
Name: Matthew Calkins Name: Mark Lynch
Title: Chief Executive Officer and Chairman of the Board (Principal Executive Officer) Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.