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 2731, 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 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

On August 2931, 2018, Tintri, Inc., a Delaware corporation (the “Company”), ~~entered~~completed ~~into~~the asale ~~First~~of ~~Amended~~substantially ~~and~~all ~~Restated~~of ~~Asset~~its ~~Purchase~~assets ~~Agreement~~ (the ~~“Amended Asset~~ ~~Purchase Agreement~~“Assets”) ~~with~~to ~~DataDirect~~TI ~~Networks,~~Acquisition ~~Inc~~Corp. (“~~Parent~~Purchaser”) ~~and TI Acquisition Corp.~~, a wholly owned subsidiary of ~~Parent~~DataDirect Networks, Inc. (“~~Purchaser~~Parent”), ~~which~~pursuant ~~amended~~a ~~and~~First ~~restated~~Amended inand ~~its~~Restated ~~entirety that certain~~ Asset Purchase Agreement, dated as of ~~July~~August 1829, 2018, by and among the Company, Purchaser and Parent (the “~~Original~~Amended Asset Purchase Agreement”),. byThe ~~and~~Amended ~~among~~Asset Purchase Agreement was previously filed by the Company as Exhibit 2.1 to its Current Report on Form 8-K, ~~Parent~~filed with the Securities and ~~Purchaser~~Exchange Commission on August 31, 2018, and is incorporated herein by reference. The sale of the Assets pursuant to the Amended Asset Purchase Agreement was approved pursuant to an order of the United States Bankruptcy Court for the District of Delaware, dated August 29, 2018.

AsPursuant ~~previously reported~~to in the ~~Company’s~~terms ~~Current~~of ~~Report~~the onAmended Asset ~~Form~~Purchase ~~8-K~~Agreement, ~~filed~~Purchaser ~~with~~paid ~~the Securities and Exchange Commission on August~~$60.0 6,million ~~2018,~~to the ~~United~~Company ~~States~~in ~~Bankruptcy~~exchange ~~Court~~ for the ~~District~~Assets ~~of Delaware~~ (the ~~“Bankruptcy~~ ~~Court~~“Acquisition”) ~~entered an order on August 1~~, ~~2018 approving the bid procedures proposed by the Company, pursuant to~~ which ~~the~~such ~~Company~~purchase ~~was~~price ~~authorized~~consisted toof ~~conduct an auction~~ (~~the “Auction”~~i) cash ~~for~~in the ~~sale~~amount of ~~substantially all of its assets under Section~~$35.0 ~~363~~million ofand ~~the United States Bankruptcy Code~~ (~~the “Bid Procedures”~~ii)~~. The Bid Procedures provided that~~ the ~~terms of the Original Asset Purchase Agreement would serve as a baseline for evaluating higher and~~ ~~better~~assumption ~~offers for the Company’s assets. Pursuant to the terms~~ of ~~the~~specified ~~Original Asset Purchase Agreement~~liabilities, ~~Purchaser~~including ~~agreed to pay no less than~~ $5225.50 million ~~in exchange for the assets~~ of the Company’s tooutstanding beindebtedness ~~acquired pursuant~~ to ~~the~~TriplePoint ~~Original Asset Purchase Agreement (the “Purchased Assets”)~~Capital.

The ~~Auction~~proceeds from ~~commenced on August 27, 2018. At~~ the ~~Auction,~~Acquisition ~~and~~were insubsequently ~~accordance~~distributed ~~with~~to the ~~Bid~~ ~~Procedures, the~~ Company ~~selected Purchaser~~’s ~~final~~secured ~~bid~~lenders, asunsecured ~~the~~creditors, ~~highest~~and oradministrative ~~otherwise~~expense ~~best~~claimants ~~offer~~in toaccordance ~~acquire~~with the ~~Purchased~~rules ~~Assets,~~of ~~which~~the ~~such~~Bankruptcy ~~final~~Code ~~bid~~and ~~is reflected in~~ the ~~terms~~orders of the ~~Amended~~Bankruptcy ~~Asset Purchase Agreement~~Court. ~~Pursuant~~Since to the proceeds ~~terms~~from of the ~~Amended~~Acquisition ~~Asset~~were ~~Purchase~~insufficient ~~Agreement, Purchaser agreed~~ to ~~pay~~satisfy noall ~~less~~of ~~than $60.0 million in exchange for~~ the ~~Purchased~~Company’s ~~Assets~~debts ~~(the~~and ~~“Acquisition”)~~obligations, ~~with~~it ~~the~~is ~~purchase~~highly ~~price~~unlikely ~~consisting~~that ofany ~~(i) cash~~amounts inwill ~~the~~ultimately ~~amount~~be ofpaid ~~$35.0 million and~~to ~~(ii)~~ the ~~assumption of specified liabilities, which include $25.0 million of the~~ Company’s ~~outstanding indebtedness to TriplePoint Capital (“TriplePoint”)~~stockholders.

~~The~~As ~~Acquisition~~previously isdisclosed ~~contingent~~in ~~upon~~its ~~the~~Current ~~satisfaction~~Report ofon ~~customary~~Form ~~closing~~8-K, ~~conditions~~filed ~~and~~with the ~~terms~~Securities ofand ~~the~~Exchange ~~sale~~Commission ~~order~~on July 24, of2018, ~~the~~Parent ~~Bankruptcy~~and ~~Court (~~the ~~“Sale Order”)~~Company ~~approving~~are ~~the~~also ~~Acquisition~~party ~~under~~to ~~Section 363~~that ofcertain ~~the~~Direct ~~United~~Reseller ~~States~~Agreement ~~Bankruptcy~~with ~~Code.~~the ~~The Sale Order~~Company, which ~~also~~ provides ~~for~~Parent the non-exclusive right ~~assignment~~ to, ~~and~~resell ~~assumption by, Purchaser of~~ certain ~~executory contracts and service agreements under Section 365~~ of the Company’s ~~United~~products ~~States~~for ~~Bankruptcy~~an ~~Code,~~initial ~~was~~term ~~approved~~of byone ~~the Bankruptcy Court on August 29, 2018~~year. ~~The parties expect the Acquisition to close on August 31, 2018.~~

The Company anticipates that proceeds from the Acquisition will be insufficient to satisfy all of its debts and obligations. Consequently, it is highly unlikely that any amounts will ultimately be paid to the Company’s stockholders.

The foregoing description of the Amended Asset Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Amended Asset Purchase Agreement, which is attached hereto as Exhibit 2.1. The Amended Asset Purchase Agreement has been attached as an exhibit to this report to provide investors and security holders with information regarding its terms. The Amended Asset Purchase Agreement is not intended to provide any factual information about the Company, Parent or Purchaser.

Item 8.01. Other Events.

The information set forth in Item 1.01 above is incorporated herein by reference.

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 “budgeted” or the negative of these words or other similar terms or expressions that concern the Company’s bankruptcy schedule and hearing, the ability to obtain approval of various matters by the Bankruptcy Court, the ability of the Company to complete certain closing conditions under the Amended Asset Purchase Agreement, and whether the sale of the Company’s assets will ultimately close on these terms or at all. 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 that could contribute to such differences include the Company’s inability to perform its obligations under and satisfy the conditions set forth in the Amended Asset Purchase Agreement and to obtain approval of

certain matters from the Bankruptcy Court; Purchaser’s inability to obtain financing for the Acquisition and to perform its obligations under and satisfy the conditions set forth in the Amended Asset Purchase Agreement; challenges by other constituencies in the bankruptcy process; unexpected delays in the bankruptcy process, including the Bankruptcy Court’s calendar; and the risks more fully described in the Company’s Annual Report on Form 10-K for the year ended January 31, 2018, filed with the Securities and Exchange Commission on May 18, 2018, as amended. The forward-looking statements in this Current Report on Form 8-K are based on information available to the Company as of the date hereof, and the Company disclaims any obligation to update any forward-looking statements, except as required by law.

Item 9.01.

Financial Statements and Exhibits.

(b)

Pro Forma Financial Information

The Company is currently unable to prepare pro forma financial information reflecting the transactions described in Item 2.01 of this Current Report on Form 8-K.

(d)

Exhibits

Exhibit Number

Description

Form

File No.

Exhibit

Filing Date

2.1

First Amended and Restated Asset Purchase Agreement, by and among DataDirect Networks, Inc., TI Acquisition Corp., and Tintri, Inc., dated as of August 29, 2018.

8-K

001-38117

2.1

August 31, 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 “budgeted” or the negative of these words or other similar terms or expressions that concern the Company’s asset sale, bankruptcy case, the ability to obtain approval of various matters by the Bankruptcy Court, and the payout of proceeds of the sale. 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 that could contribute to such differences include the Company’s inability to obtain approval of certain matters from the Bankruptcy Court; challenges by other constituencies in the bankruptcy process; and the risks more fully described in the Company’s Annual Report on Form 10-K for the year ended January 31, 2018 filed with the Securities and Exchange Commission on May 18, 2018, as amended. The forward-looking statements in this Current Report on Form 8-K are based on information available to the Company as of the date hereof, and the Company disclaims any obligation to update any forward-looking statements, except as required by law.

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: August 30, 2018

/s/ Kieran Harty

Date: September 6, 2018

/s/ Guy Colpitts

Kieran Harty Chief Technology Officer

Guy Colpitts General Counsel

Filing Compare · Tintri, Inc.