Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 28K
2: EX-99.1 Miscellaneous Exhibit HTML 15K
6: R1 Cover Page Document HTML 45K
9: XML IDEA XML File -- Filing Summary XML 11K
7: XML XBRL Instance -- tenb-20231002_htm XML 13K
8: EXCEL IDEA Workbook of Financial Report Info XLSX 8K
4: EX-101.LAB XBRL Labels -- tenb-20231002_lab XML 67K
5: EX-101.PRE XBRL Presentations -- tenb-20231002_pre XML 33K
3: EX-101.SCH XBRL Schema -- tenb-20231002 XSD 10K
10: JSON XBRL Instance as JSON Data -- MetaLinks 12± 17K
11: ZIP XBRL Zipped Folder -- 0001660280-23-000134-xbrl Zip 19K
(Address of principal executive offices, including zip code)
(i410) i872-0555
(Registrant’s telephone
number, including area code)
__________________
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:
i☐
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
iCommon Stock, par value $0.01 per share
iTENB
iThe
Nasdaq Stock Market LLC
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 i☐
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 2.01 Completion of Acquisition or Disposition of Assets.
On October 2, 2023, Tenable, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary
of Tenable Holdings, Inc., a Delaware corporation (“Tenable”), completed its previously announced acquisition (the “Acquisition”) of Ermetic Ltd., a company organized under the laws of the State of Israel (“Ermetic”). The Acquisition was effectuated pursuant to a Share Purchase Agreement, dated as of September 7, 2023 (the “SPA”) by and among Purchaser, Ermetic, each of the shareholders of Ermetic identified in the SPA or joined to the SPA pursuant to a joinder agreement (collectively, the “Sellers”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the indemnitors under the SPA. Under the terms of the SPA, the Purchaser acquired all of the outstanding share capital of Ermetic from the Sellers for approximately $240 million in cash and $25 million in Tenable restricted stock
and restricted stock units, subject to certain customary purchase price adjustments as set forth in the SPA.
The foregoing description of the SPA and the Acquisition does not purport to be complete and is qualified in its entirety by reference to the SPA, which was filed as Exhibit 2.1 to Tenable’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2023 and is incorporated into this report by reference.
The information in this Item 7.01 of this Current Report on 8-K (including Exhibit 99.1) is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section of the Securities Act of 1933, as amended. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by Tenable, whether made before or after today’s date, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific references in such filing.
The cover page from Tenable's 8-K filed on October 2, 2023, formatted in 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 thereunto duly authorized.