Unregistered Sales of Equity Secu rities and Use of Proceeds
+Added: Effective April 21, 2025, the Company issued 113,652 shares of its common stock to certain owners of TermSheet as a portion of consideration valued at approximately $6.6 million for the Company’s acquisition of 100% of the equity interest of TermSheet.
+Added: The issuance of the shares was exempt from registration pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act of 1933, as amended.
+Added: Each of the recipients of shares in this issuance represented to the Company that it is sophisticated and an “accredited investor” as defined in Rule 501 of the Securities Act, that it had adequate access to information about us and that the shares are being acquired solely for investment and with no intention to distribute.
+Added: The certificates for the common shares issued bear appropriate legends.
+Added: No underwriters or placement agents were involved in this transaction.
+Added: On May 2, 2025, the Company issued 4,761 shares of its common stock pursuant to certain provisions of the Agreement and Plan of Merger dated May 2, 2023, with Paragon Data Labs, Inc.
+Added: The issuance of the shares was exempt from registration pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act of 1933, as amended.
+Added: The certificates for the common shares issued bear appropriate legends.
+Added: No underwriters or placement agents were involved in this transaction.
Defaults Upon Se nior Securities
4 unchanged sentences
Rule 10b5-1 Trading Plans
−Removed: Michele Murgel , the Company’s Chief People and Places Officer , entered into a Rule 10b5-1 Plan on December 12, 2024 , which has an end date of August 15, 2025 .
−Removed: Murgel’s Rule 10b5-1 Plan provides for the potential sale of up to 31,332 shares of Intapp common stock and the potential sale of the net shares of Intapp common stock that Ms.
−Removed: Murgel will receive from the vesting of certain outstanding awards of PSUs and RSUs granted prior to the adoption of her current Rule 10b5-1 Plan until the plan’s end date.
−Removed: Nancy Harris , a member of the Company’s Board of Directors , entered into a stock trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “ Rule 10b5-1 Plan ”) on December 13, 2024 , which has an end date of December 31, 2025 .
−Removed: Harris’s Rule 10b5-1 Plan provides for the potential sale of up to 9,940 shares of Intapp common stock.
−Removed: Thad Jampol , the Company’s Co-founder and Chief Product Officer , entered into a Rule 10b5-1 Plan on Decemb er 13, 2024 , which has an end date of April 1, 2026 .
−Removed: Jampol’s Rule 10b5-1 Plan provides for the potential exercise of stock options and the associated sale of up to 227,928 sh ares of Intapp common stock and the potential sale of up to 100,000 additional shares of Intapp common stock.
+Added: Ralph Baxter , a member of the Company’s Board of Directors , entered into a stock trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “ Rule 10b5-1 Plan ”) on March 13, 2025 , which has an end date of June 30, 2026 .
+Added: Baxter’s Rule 10b5-1 Plan provides for the potential exercise of stock options and the associated sale of up to 117,000 shares of Intapp common stock and the potential sale of up to 5,624 additional shares of Intapp common stock.
The information required by this Item is set forth on the exhibit index that precedes the signature page of this Quarterly Report on Form 10-Q.
1 unchanged sentence
Filed Herewith
+Added: Amendment to Employment Agreement, dated as of April 14, 2025, by and between Intapp, Inc.
+Added: and Ben Harrison
+Added: Amendment to Employment Agreement, dated as of April 2, 2025, by and between Intapp, Inc.
+Added: and David Morton
+Added: Amendment to Employment Agreement, dated as of April 2, 2025, by and between Intapp, Inc.
+Added: and Donald Coleman
+Added: Amendment to Employment Agreement, dated as of April 8, 2025, by and between Intapp, Inc.
+Added: and John Hall
+Added: Amendment to Employment Agreement, dated as of April 7, 2025, by and between Intapp, Inc.
+Added: and Thad Jampol
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.
5 unchanged sentences
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
−Removed: Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents
+Added: Inline XBRL Taxonomy Extension Schema with Embedded Linkage Documents
Cover Page Interactive Data File (embedded within the Inline XBRL document)
+Added: + Indicates a management contract or compensatory plan.
* The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.
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.
−Removed: February 4, 2025
/s/ John Hall
1 unchanged sentence
(Principal Executive Officer)
−Removed: February 4, 2025
/s/ David Morton
2 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.