Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Secu rities and Use of Proceeds
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. 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. 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. The certificates for the common shares issued bear appropriate legends. No underwriters or placement agents were involved in this transaction.
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. 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. The certificates for the common shares issued bear appropriate legends. No underwriters or placement agents were involved in this transaction.
Item 3. Defaults Upon Se nior Securities
Not applicable.
Item 4. Mine Safety D isclosures
Not applicable.
Item 5. Oth er Information
Rule 10b5-1 Trading Plans
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 . Mr. 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.
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Item 6. Exhibits
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.
Incorporated by Reference
Exhibit
Number
Description
Form
File Number
Date
Number
Filed Herewith
10.1+
Amendment to Employment Agreement, dated as of April 14, 2025, by and between Intapp, Inc. and Ben Harrison
X
10.2+
Amendment to Employment Agreement, dated as of April 2, 2025, by and between Intapp, Inc. and David Morton
X
10.3+
Amendment to Employment Agreement, dated as of April 2, 2025, by and between Intapp, Inc. and Donald Coleman
X
10.4+
Amendment to Employment Agreement, dated as of April 8, 2025, by and between Intapp, Inc. and John Hall
X
10.5+
Amendment to Employment Agreement, dated as of April 7, 2025, by and between Intapp, Inc. and Thad Jampol
X
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.
X
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.
X
32.1*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2*
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INS
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
X
101.SCH
Inline XBRL Taxonomy Extension Schema with Embedded Linkage Documents
X
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
X
+ 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.
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SIGNA TURES
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.
Intapp, Inc.
Date: May 6, 2025
By:
/s/ John Hall
John Hall
Chief Executive Officer
(Principal Executive Officer)
Date: May 6, 2025
By:
/s/ David Morton
David Morton
Chief Financial Officer
(Principal Financial Officer)
34