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): April 34, 2025

LOGILITY SUPPLY CHAIN SOLUTIONS, INC.

(Exact name of Registrant as Specified in Its Charter)

Georgia	0-12456	58-1098795
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

470 East Paces Ferry Road, N.E., Atlanta, Georgia		30305
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (404) 261-4381

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		LGTY		The Nasdaq Global Select 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 5.07. Submission of Matters to a Vote of Security Holders~~INTRODUCTION

On April 34, 2025, ~~Logility~~(the ~~Supply~~“Closing ~~Chain~~Date”), ~~Solutions~~Update Merger Sub, Inc., a Georgia corporation (“Merger Sub”) and a wholly owned subsidiary of Aptean, Inc., a Delaware Corporation (“Aptean”), completed its merger (the “Merger”) with and into Logility Supply Chain Solutions, Inc. (“Logility” or the “Company”), ~~held~~pursuant ato ~~special~~the ~~meeting~~terms of ~~shareholders~~the atAgreement ~~the~~and ~~offices~~Plan of ~~Logility~~ Merger, ~~located~~dated atJanuary ~~470~~24, ~~East~~2025 ~~Paces~~(as ~~Ferry~~it ~~Road~~may be amended from time to time, ~~N.E.~~the “Merger Agreement”), ~~Atlanta~~by and among Aptean, GAMerger ~~30305~~Sub, and the Company. The Company was the surviving corporation in the Merger (the “~~Special~~surviving ~~Meeting~~corporation”) and, as a result, is now a wholly owned subsidiary of Aptean.

AsItem ~~of March 3, 2025, the record date for the Special Meeting, there were 33,689,059 shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting~~2. A01. ~~total~~Completion of ~~27,915,736~~Acquisition ~~shares,~~ or ~~approximately~~Disposition ~~82.86%,~~ of ~~all outstanding shares of Company common stock eligible to be voted at the Special Meeting, were present at the Special Meeting in person or by proxy~~Assets.

The ~~following~~information ~~three~~set ~~proposals~~forth ~~were~~in ~~voted upon at~~ the ~~Special~~Introduction ~~Meeting,~~to ~~with~~this ~~the~~Current ~~Board~~Report ofon ~~Directors~~Form of8-K ~~the Company~~ (the “~~Board~~Introduction”) ~~recommending~~is aincorporated ~~vote~~into ~~“FOR”~~this inItem ~~connection with each of the proposals voted upon, as further described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 4, 2025~~2. At01 ~~the Special Meeting, the following proposals were approved~~ by ~~the requisite vote of the Company’s shareholders:~~reference.

~~Proposal~~As 1of –the ~~Approval~~effective time of the ~~Agreement~~Merger ~~and~~(the ~~Plan~~“Effective Time”), each share of ~~Merger,~~the ~~dated~~Company’s ~~January~~common 24stock, ~~2025~~par value $0.10 per share (as“Company itcommon ~~may~~stock”), beissued ~~amended~~and outstanding ~~from~~immediately ~~time~~prior to ~~time,~~the Effective Time (other than shares owned by the ~~“merger~~ ~~agreement”)~~Company as treasury stock, shares owned by ~~and~~any ~~among~~subsidiary ~~Aptean~~of the Company, ~~Inc.~~shares (“held by Aptean~~”),~~ ~~Update~~or Merger Sub, ~~Inc.,~~or aany of their wholly owned ~~subsidiary~~subsidiaries ofand ~~Aptean~~shares owned ~~(“Merger~~by ~~Sub”),~~shareholders who were entitled to exercise and ~~Logility~~have ~~(such~~properly ~~proposal~~exercised dissenters’ rights under the Georgia Business Corporation Code) was converted into the right to receive $14.30 in cash, without interest (the “Merger ~~Agreement Proposal~~Consideration”).

For		Against		Abstain		Broker Non-Votes
27,751,253		65,088		99,395		—

In addition, pursuant to the Merger Agreement, as of the Effective Time:

~~Proposal~~• 2each –outstanding ~~Approval,~~and onunexercised Company stock option granted under the Company’s equity compensation plans (each, a ~~non-binding~~“Company Option”), ~~advisory~~whether ~~basis~~vested or unvested, was cancelled and converted into the right to receive a cash payment equal to the product of (i) the ~~compensation~~total ~~that~~number ~~may~~of beshares ~~paid~~of orCompany ~~may~~common ~~become~~stock ~~payable~~subject to ~~Logility’s named~~such ~~executive~~Company ~~officers~~Option inmultiplied ~~connection~~by ~~with~~(ii) the excess, orif ~~following~~any, of the ~~consummation~~Merger ofConsideration over the ~~merger~~applicable ofexercise ~~Merger~~price ~~Sub~~per ~~with~~share, ~~and~~subject ~~into~~to ~~Logility~~applicable (tax withholding, provided that each Company Option that had an exercise price per share that was equal to or greater than the ~~“merger”).~~Merger Consideration was cancelled for no consideration; and

For		Against		Abstain		Broker Non-Votes
25,372,280		2,263,101		280,355		—

•

each outstanding Company restricted stock unit granted under the Company’s equity compensation plans, whether vested or unvested, was cancelled and converted into the right to receive a cash payment equal to the Merger Consideration, subject to applicable tax withholding.

~~Proposal~~The 3foregoing –description ~~Approval~~ of the ~~adjournment~~Merger ofAgreement ~~the~~and ~~Special~~related ~~Meeting~~transactions (including, ifwithout ~~necessary~~limitation, orthe ~~appropriate,~~Merger) does not purport to ~~solicit~~be ~~additional~~complete ~~proxies~~and ifis subject, and ~~there~~ qualified ~~are~~in ~~insufficient~~its ~~votes~~entirety atby reference, to the ~~time~~full text of the ~~Special~~Merger ~~Meeting~~Agreement, towhich ~~approve~~is attached as Exhibit 2.1 to the ~~merger~~Company’s ~~agreement~~Current ~~(such~~Report ~~proposal,~~on Form 8-K filed with the ~~“Adjournment~~U.S. ~~Proposal~~Securities and Exchange Commission (“SEC”) on January 28, 2025 and incorporated herein by reference.

AsItem ~~the~~3.01. ~~Merger~~Notice ~~Agreement~~of ~~Proposal~~Delisting ~~was~~or ~~approved,~~Failure ~~the~~to ~~Adjournment~~Satisfy ~~Proposal~~a ~~was~~Continued ~~not~~Listing ~~necessary~~Rule or Standard; Transfer of Listing.

The information set forth in the Introduction and Item 82.01. ~~Other~~is ~~Events~~incorporated by reference into this Item 3.01.

~~Following~~On the ~~approval~~Closing Date, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Merger ~~Agreement~~and ~~Proposal,~~of its intent to remove the Company common stock from listing on Nasdaq and ~~Aptean~~requested ~~expect~~that toNasdaq ~~complete~~(i) suspend trading of the ~~merger~~Company common stock on ~~April~~the 4,Nasdaq ~~2025~~and (~~subject~~ii) file a Notification of Removal from Listing and/or Registration on Form 25 with the SEC to delist and deregister the ~~satisfaction~~Company common stock under Section 12(b) of ~~customary closing~~the ~~conditions~~Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, the Company common stock will no longer be listed on Nasdaq.

~~Forward-Looking~~Upon ~~Statements~~effectiveness of the Form 25, the Company intends to file with the SEC a Form 15 under the Exchange Act requesting the deregistration of the Company common stock and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

~~Statements~~Item in this Current Report on Form 8-K (this “Form 8-K”) that are not historical facts are “forward-looking statements” that involve risks and uncertainties that could cause actual results or performance to differ materially from those contained in the forward-looking statements3. ~~Such statements are based on management’s expectations as of the date they are made and are not guarantees of future results~~03. ~~Forward-looking~~ ~~statements~~Material ~~generally~~Modification can be identified by the use of forward-looking terminology, such as “anticipate,” “believe,” “continue,” “could,” “expect,” “may,” “should,” “intend,” “seek,” “estimate,” “plan,” “target,” “project,” “likely,” “will,” “future” or other similar words or phrases. These risks and uncertainties include, but are not limited to, ~~factors~~Rights ~~such as: (i) continuing U.S. and global economic uncertainty and the timing and degree~~ of ~~business~~Security recovery; (ii) the irregular pattern of the Company’s revenues; (iii) dependence on particular market segments or customers; (iv) competitive pressures; (v) market acceptance of the Company’s products and services; (vi) technological complexity; (vii) undetected software errors; (viii) potential product liability or warranty claims; (ix) risks associated with new product development; (x) the challenges and risks associated with integration of acquired product lines, companies and services; (xi) uncertainty about the viability and effectiveness of strategic alliances; (xii) the Company’s ability to satisfy in a timely manner all Securities and Exchange Commission (“SEC”) required filings and the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the rules and regulations adopted under that Section; (xiii) the ability to meet the closing conditions to the proposed transaction with Aptean (the “proposed transaction”) on the expected timeframe or at all; (xiv) potential adverse reactions or changes to business relationships, operating results, financial results and the business generally resulting from the announcement, pendency or inability to complete the proposed transaction on the expected timeframe or at all; (xv) actual or threatened litigation relating to the proposed transaction or otherwise; (xvi) the inability to retain key personnel, management or clients, or potential diminished productivity due to the impact of the proposed transaction on the Company’s current and prospective employees, key management, clients and other business partners; (xvii) risks related to diverting management’s attention from the Company’s ongoing business operations; (xviii) unexpected delays, costs, charges, fees or expenses resulting from the proposed transaction or the assumption of undisclosed liabilities related thereto; (xix) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the proposed transaction, including in circumstances requiring the Company to pay a termination fee; (xx) the risk that the price of the Company’s common stock may fluctuate during the pendency of the proposed transaction and may decline significantly if the proposed transaction is not completed; (xxi) the ability to successfully integrate operations and employees and to realize anticipated benefits and synergies of the proposed transaction as rapidly or to the extent anticipated; (xxii) actions by competitors; (xxiii) general adverse economic, political, social and security conditions in the regions in which Logility and Aptean operate; and (xxiv) the other risks and uncertainties discussed under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the quarter ended January 31, 2025, and in other documents that the Company subsequently files from time to time with the SECHolders. Statements in this Form 8-K that are “forward-looking” include, without limitation, statements about the timing of Aptean’s proposed transaction to acquire Logility. You are cautioned not to place undue reliance on these forward‑looking statements, which speak only as of the date of this Form 8-K. Except as required by law, the Company undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances after the date of this Form 8‑K.

The information set forth in the Introduction and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

As a result of the Merger, each share of Company common stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was converted, at the Effective Time, into the right to receive the Merger Consideration in accordance with the terms of the Merger Agreement. Accordingly, at the Effective Time, the holders of such shares of Company common stock ceased to have any rights as shareholders of the Company, other than the right to receive the Merger Consideration.

Item 5.01. Changes in Control of Registrant.

The information set forth in the Introduction and Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.

As a result of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Aptean.

On the Closing Date, Aptean paid $14.30 in cash, without interest, for each share of the Company common stock issued and outstanding immediately prior to the Effective Time (other than shares owned by the Company as treasury stock, shares owned by any subsidiary of the Company, shares held by Aptean or Merger Sub or any of their wholly owned subsidiaries and shares owned by shareholders who were entitled to exercise and have properly exercised dissenters’ rights under the Georgia Business Corporation Code). Aptean obtained financing to complete the Merger and the related transactions and to pay related fees and expenses (the “Financing”). The Financing consisted of a senior secured specified delayed draw term loan facility under Aptean’s existing credit facility. Neither the Financing nor the availability of any funds or other financing to Aptean or any of its affiliates was a condition to the consummation of the Merger or the related transactions.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement.

The information set forth in the Introduction and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.

In connection with the consummation of the Merger and pursuant to the terms of the Merger Agreement, the directors of Merger Sub immediately prior to the Effective Time, which consisted of Telukutla Venkata Nasara Reddy and Katherine Dunn, became the directors of the surviving corporation. As of the Effective Time, all directors of the Company serving as of immediately prior to the Effective Time, consisting of James B. Miller, Jr., Allan Dow, W. Dennis Hogue, Matthew G. McKenna, Celena Matlock, Thomas L. Newberry, V., Lizanne Thomas, and Nicole Wu, resigned from the board of directors of the Company including any committees thereof on which they served.

Additionally, as of the Effective Time, all officers of the Company immediately prior to the Effective Time resigned and ceased serving as officers of the Company. As a result of the Merger, the following persons became officers of the Company: Telukutla Venkata Nasara Reddy, Brad Debold and Katherine Dunn.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introduction and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

At the Effective Time, (i) the articles of incorporation of the surviving corporation were amended and restated in their entirety and (ii) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, became the bylaws of the surviving corporation, in accordance with the terms of the Merger Agreement (except that references to the name of Merger Sub were replaced by the name of the Company).

Copies of such amended and restated articles of incorporation and amended and restated bylaws, as in effect immediately following the Effective Time, are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 8.01. Other Events.

On April 4, 2025, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated January 24, 2025, by and among Aptean, Inc., Update Merger Sub, Inc. and Logility Supply Chain Solutions, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2025).*

3.1		Third Amended and Restated Articles of Incorporation of Logility Supply Chain Solutions, Inc.

3.2		Amended and Restated Bylaws of Logility Supply Chain Solutions, Inc.

99.1		Press Release, dated April 4, 2025.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request.

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 hereunto duly authorized.

			LOGILITY SUPPLY CHAIN SOLUTIONS, INC.
Date: April 4, 2025	LOGILITY SUPPLY CHAIN SOLUTIONS, INC.
	By:	~~By:~~/s/ Brad Debold	~~/s/ Vincent C. Klinges~~
			Name: Vincent C. Klinges
		Name:	Brad Debold
Date:	April 3, 2025		Title: Chief Financial Officer
		Title:	Authorized Signatory

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