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): June 1622, 2018

TINTRI, INC.

(Exact name of Registrant as specified in its charter)

Delaware

001-38117

26-2906978

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

303 Ravendale Drive

Mountain View, California 94043

(Address of principal executive offices including zip code)

(650) 810-8200

(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:

☐	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))

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 12.0205. ~~Termination~~Costs ofAssociated awith ~~Material~~Exit ~~Definitive~~or ~~Agreement~~Disposal Activities.

On June 16 22, 2018, ~~Tintri, Inc. (~~the ~~“Company”)~~board ~~received~~of adirectors ~~notice (the “Notice”) from Flextronics Telecom Systems, Ltd. (“Flex”) notifying the Company that it was in breach~~ of ~~the Flextronics Manufacturing Services Agreement dated December 22~~Tintri, ~~2014,~~Inc. ~~by and between the Company and Flex~~ (the “~~Flex Agreement~~Company”) onapproved ~~account~~a ofreduction ~~the Company’s failure to pay amounts past due under the Flex Agreement. If the Company is unable to cure the breach described~~ in ~~the~~force ~~Notice within 15 days from the date~~ of ~~the~~approximately ~~Notice,~~200 ~~the Flex Agreement will terminate at such time~~employees. ~~Additionally,~~The ~~Flex~~reduction ~~notified~~in ~~the~~force ~~Company~~is ~~that~~ongoing ~~it has discontinued ordering materials~~ and ~~shipping products in connection with~~ the ~~Flex Agreement until the~~ Company ~~provides Flex~~expects ~~with~~to ~~adequate~~complete ~~assurances~~it ~~of future payment~~shortly. ~~Flex~~Following ~~has~~this ~~since~~reduction ~~agreed to make specific shipments of products paid for~~ in ~~advance~~force, by the Company ~~under~~expects ~~such~~to ~~terms and conditions as Flex and the Company~~ have ~~agreed.~~between ~~Flex may or may not continue to~~40 ~~ship~~and ~~prepaid~~50 ~~products in the future~~employees. ~~The Company is engaged in ongoing discussions with Flex concerning the matters set forth in the Notice.~~

~~Under~~The ~~the terms of the Flex Agreement, Flex manufactures all of the~~ Company’s ~~hardware~~has ~~products.~~not ~~The~~yet ~~Flex~~determined ~~Agreement is terminable at any time by~~ the ~~Company~~amount ~~with~~of 90cash ~~days’~~expenditures, ~~notice~~substantially orall byof ~~Flex~~which ~~with~~consist ~~120~~of ~~days’~~payroll-related ~~notice~~costs, or ~~following a 15-day cure period if~~ the total ~~Company~~expense ~~defaults~~that onwill ~~any~~be ~~payments~~incurred toin ~~Flex.~~connection ~~Flex~~with ~~has no obligation to provide services to help transition~~ the ~~Company’s~~reduction ~~manufacturing~~in ~~processes to another manufacturer~~force. The ~~Flex Agreement does not provide for any specific volume purchase commitments, though the~~ Company is ~~required~~undertaking tothis ~~submit~~reduction ain ~~nine~~force ~~month~~as ~~forecast~~part ~~for orders (the first three months~~ of ~~which~~an ~~are~~effort ~~binding)~~to ~~and~~preserve ~~orders~~its ~~are~~cash ~~placed on a purchase order basis~~resources. The Company has ~~commitments~~very tolimited ~~Flex~~cash ~~related~~resources toremaining ~~inventories~~and currently ~~on-hand~~does ~~with~~not ~~Flex~~expect ~~and~~to ~~non-cancelable~~have ~~purchase~~sufficient ~~orders~~liquidity ~~for~~to continue its ~~products~~operations ~~and~~beyond ~~related~~June ~~components. As of April~~ 30, 2018~~, the Company had $9~~.~~3 million~~ ~~of purchase commitments with Flex.~~

~~Item~~As ~~3.01~~previously ~~Notice~~announced, the Company has received notice of ~~Delisting~~noncompliance orfrom ~~Failure~~the toNasdaq ~~Satisfy~~Stock Market, which may result in the Company’s securities being delisted from Nasdaq. Following such a ~~Continued~~delisting, ~~Listing~~the ~~Rule~~Company’s orcommon ~~Standard;~~stock ~~Transfer~~may oftrade ~~Listing~~only on the over-the-counter market, or not at all.

OnThe ~~June 20, 2018, the~~ Company ~~received~~cautions athat ~~notice (~~the ~~“Nasdaq~~trading ~~Notice”)~~price ~~from~~of ~~The Nasdaq Stock Market LLC (“Nasdaq”) stating that because~~ the Company’s ~~had~~securities ~~not~~is ~~yet~~volatile, ~~filed~~highly ~~its~~uncertain ~~Quarterly~~and ~~Report~~subject onto ~~Form~~substantial ~~10-Q~~risks. Trading prices for the ~~fiscal~~Company’s ~~year~~securities ~~ended~~may ~~April 30,~~bear ~~2018~~little ~~(the~~or ~~“Form 10-Q”), the Company is~~ no ~~longer~~relationship ~~in compliance with Nasdaq Listing Rule 5250(c)(1). Nasdaq Listing Rule 5250(c)(1) requires listed companies~~ to ~~timely~~future ~~file~~stockholder ~~all~~returns, ~~required~~and ~~periodic financial reports with~~ the ~~Securities~~Company ~~and~~currently ~~Exchange~~does ~~Commission.~~not ~~Failure~~anticipate tothat ~~comply with~~stockholders ~~Nasdaq~~will ~~listing~~receive ~~standards~~any ~~may~~return ~~result~~on intheir ~~the delisting of the Company’s~~ shares ~~from Nasdaq~~.

~~The~~Item ~~Notice has no immediate effect on the listing of the Company’s shares on Nasdaq~~5. ~~The Notice states that the Company has until July 2, 2018 to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rules~~02. IfDeparture ~~Nasdaq~~of ~~accepts~~Directors ~~the~~or ~~Company’s~~Certain ~~plan,~~Officers; ~~then~~Election ~~Nasdaq may~~of ~~grant~~Directors; ~~the~~Appointment ~~Company~~of upCertain toOfficers; ~~180~~Compensatory ~~days~~Arrangements ~~from~~of ~~the~~Certain ~~prescribed due date for filing the Form 10-Q to regain compliance~~Officers. ~~If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.~~

OnIn ~~June 21,~~connection ~~2018,~~with the ~~Company~~reduction ~~issued~~in aforce ~~press~~described ~~release~~under ~~announcing~~Item ~~its~~2.05 ~~receipt~~above, of the ~~Notice.~~ ACompany ~~copy~~terminated of the ~~press~~employment ~~release~~of isTom ~~attached~~Cashman, aswho ~~Exhibit~~was ~~99.1~~serving toas ~~this~~Executive Vice ~~Current~~President, ~~Report~~Worldwide onSales ~~Form 8-K~~ and isAlliances, ~~incorporated~~effective byas ~~reference~~of ~~herein~~June 25, 2018.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or “~~continue~~likelihood” or the negative of these words or other similar terms or expressions that concern the Company’s ~~ongoing~~estimates ~~discussions~~of ~~with~~the ~~Flex~~magnitude of workforce reductions, cash expenditures that may be made by the Company, the available cash and cash equivalents of the Company, the time period during which the Company can continue to operate the Company’s ~~ability~~business towith ~~continue~~its existing cash resources, the amounts, if any, that may be paid to ~~provide~~stockholders ~~shipment~~in the future, the trading price of ~~products~~the Company’s securities, the Company’s ability to comply with Nasdaq Listing Rules, ~~and~~ the continued listing of the Company’s shares on Nasdaq or trade on the over-the-counter market and restructuring expenses associate with the reduction in force. The Company’s expectations and beliefs regarding these matters may not materialize, and actual results are subject to risks and uncertainties that could cause actual results to differ materially from those projected. ~~Factors~~These ~~that~~factors ~~could~~include, ~~contribute~~but toare ~~such~~not ~~differences~~limited ~~include~~to, ~~risks related~~ the following: the Company’s ~~ongoing~~ability ~~discussions~~to ~~with~~implement ~~Flex;~~the ~~risks~~restructuring ~~related~~in tovarious ~~the~~jurisdictions; ~~Company’s~~possible ~~financial~~changes ~~condition~~in ~~and~~the ~~liquidity;~~size ~~the~~and ~~risk~~components ~~that~~of the ~~completion~~expected costs and ~~filing~~charges ofassociated with the ~~quarterly~~restructuring; ~~report~~risks onassociated ~~Form~~with ~~10-Q~~the ~~will~~Company’s ~~take~~ability to ~~longer~~achieve ~~than~~the ~~expected~~benefits orof ~~may~~the ~~not~~restructuring; beconstraints ~~completed~~imposed atby ~~all;~~ the ~~risk~~Company’s ~~that~~limited capital; the Company’s ~~will~~ability beto ~~unable~~obtain tosufficient ~~submit~~funds ain ~~plan~~the totime ~~regain~~period ~~compliance~~required in order to ~~Nasdaq~~fund ~~before~~its ~~the~~ongoing ~~due~~operations; ~~date~~factors oraffecting ~~that~~the Company’s ~~any~~ability ~~such~~to ~~plan~~realize ~~may~~significant ~~not~~savings befrom ~~accepted~~its bycost-reduction ~~Nasdaq~~measures; the ~~risk~~Company’s ~~that~~ability to execute on potential strategic transactions; the Company’s ~~will~~ability ~~be unable~~ to ~~comply~~continue ~~with~~to satisfy the listing standards ~~for~~of the Nasdaq Stock Market; and the risks more fully described in the Company’s Annual Report on Form 10-K for the ~~fiscal~~ year ended January 31, 2018 filed with the Securities and Exchange Commission. The forward-looking statements in this Form 8-K are based on information available to the Company as of the date hereof, and Company disclaims any obligation to update any forward-looking statements, except as required by law.

~~Item~~The ~~9.01.~~forward-looking ~~Financial~~statements ~~Statements~~in this Form 8-K are based on information available to the Company as of the date hereof, and ~~Exhibits~~Company disclaims any obligation to update any forward-looking statements, except as required by law.

(d) Exhibits

Exhibit Number		Description
99.1		Press release issued by Tintri, Inc. dated June 21, 2018.

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 thereunto duly authorized.

Tintri, Inc.

Date: June 21, 2018

/s/ Kieran Harty

Date: June 27, 2018

/s/ Kieran Harty

Kieran Harty Chief Technology Officer

Kieran Harty

Chief Technology Officer

Filing Compare · Tintri, Inc.