UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934

Date of Report (date of earliest event reported) August 1, 2023

Quotient Technology Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-36331

77-0485123

(State or other jurisdiction ofincorporation or organization)

(Commission File Number)

(I.R.S. EmployerIdentification Number)

1260 East Stringham Avenue, Suite 600Salt Lake City, Utah 84106

(Address of principal executive offices)

(650) 605-4600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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)

August 8, 2023

Quotient Technology Inc.

(Exact name of Registrant as specified in its charter)

Delaware	001-36331	77-0485123
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

1260 East Stringham Avenue, Suite 600
Salt Lake City, UT 84106
(Address of principal executive offices)

(650) 605-4600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐ 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)	~~Trading Symbol(s)~~	Name of each exchange on which registered	~~Name of each exchange on which registered~~
Common Stock, $0.00001 par value per share		QUOT		New York Stock Exchange
Common Stock, $0.00001 par value	QUOT		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 82.~~01.~~02 ~~Other~~Results ~~Events.~~of Operations and Financial Condition

On August 18, 2023, Quotient Technology Inc., (the “Company”) issued a press release toregarding ~~announce~~its ~~the~~financial ~~expiration~~results offor the ~~waiting~~second ~~period~~quarter ~~under~~ended ~~the~~June ~~Hart-Scott-Rodino Antitrust Improvements Act of 1976~~30, ~~as amended, with respect to the previously announced agreement of the Company to be acquired by CB Neptune Holdings, LLC, the direct corporate parent ("Parent") of Neptune Retail Solutions, Inc~~2023., ~~pursuant to which the Company is to become a wholly-owned subsidiary of Parent.~~ A copy of the press release is ~~attached~~furnished ~~hereto~~ as Exhibit 99.1 ~~and~~to ~~incorporated~~this ~~herein~~current ~~by reference~~report.

The information set forth under Item 2.02 and in the press release attached hereto shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 104 Press Release, dated August 18, 2023,. ~~related~~Cover toPage ~~the~~Interactive ~~expiration~~Data ofFile ~~the~~(formatted ~~HSR~~as ~~waiting~~Inline ~~period~~XBRL)

104 Cover Page Interactive Data File (formatted as Inline XBRL)

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.

Quotient Technology Inc. By: /s/ Connie Chen General Counsel, Compliance Officer and Secretary

ByDate: ~~/s/~~ ~~Connie~~August ~~Chen~~8, 2023

Connie Chen

General Counsel, Compliance Officer and Secretary

Date: August 1, 2023

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