OTHER INFORMATION
−Removed: 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.
−Removed: 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.
−Removed: (the “Purchaser”), and each of Karibu Capital UG, Thobai UG, Ramox UG, HPI Seed Fund GmbH, Capnamic Ventures Fund II GmbH& Co.
−Removed: 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.
−Removed: Thomas Lutterbeck, Karina Buschsieweke, Dr.
−Removed: Rami-Habib Eid-Sabbagh, and Dan Wucherpfennig (the “Managers”).
−Removed: 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”).
−Removed: In addition, following the Closing, the Managers and certain key employees of Lana will receive equity of the Company in the form of
−Removed: restricted stock units.
−Removed: The Company is acting as guarantor of the obligations of the Purchaser under the Share Purchase Agreement.
−Removed: 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.
−Removed: 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.
−Removed: In connection with the Share Purchase Agreement, the Purchaser will bind a buy-side warranty and indemnity insurance policy (the “W&I Policy”).
−Removed: 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).
−Removed: The Company expects to complete the Acquisition in August 2021, at which time Lana will become a wholly-owned subsidiary of the Company.
−Removed: 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.
+Added: Not applicable.
Description Reference
−Removed: 10.1 Appian Corporation Employee Stock Purchase Plan †
+Added: Agreement on the Sale and Transfer of Shares dated as of August 4, 2021, by and among Appian Europe Ltd.
+Added: (the “Purchaser”), and each of the Sellers and Managers identified therein.
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.
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104 Cover page formatted as Inline XBRL and contained in Exhibit 101 Attached.
−Removed: † Indicates management contract or compensatory plan.
+Added: # Pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC, certain exhibits and schedules to this agreement have been omitted.
+Added: The company hereby agrees to furnish supplementally to the SEC, upon its request, any or all of such omitted exhibits or schedules.
+Added: * The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent the company specifically incorporates it by reference.
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
−Removed: August 5, 2021 By:
+Added: November 4, 2021 By:
/s/ Matthew Calkins /s/ Mark Lynch
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.