Item 3.02. Unregistered Sales of Equity Securities.
As previously reported, on May 27, 2021, Sumo Logic entered into an agreement
and plan of reorganization with Sensu and certain other parties (the "Merger
Agreement") to acquire Sensu on the terms and subject to the conditions set
forth in the Merger Agreement (the "Sensu Acquisition"). Pursuant to the Merger
Agreement, Sumo Logic agreed to issue shares of its common stock, $0.0001 par
value per share ("Common Stock"), to certain stockholders of Sensu at the
closing of the Sensu Acquisition. As previously disclosed in the Original 8-K,
the number of shares to be issued in connection with the Sensu Acquisition was
not known at the time of the filing of the Original 8-K because the number of
shares was determined at closing pursuant to the terms of the Merger Agreement.
On June 10, 2021, the closing of the Sensu Acquisition occurred and Sumo Logic
issued an aggregate of 1,195,341 unregistered shares of its Common Stock to
former stockholders of Sensu in accordance with the terms of the Merger
Agreement (the "Sensu Share Consideration").
The offering and issuance of the Sensu Share Consideration was and is in
reliance on the private offering exemption of Section 4(a)(2) of the Securities
Act of 1933, as amended. The offering and issuance of the Sensu Share
Consideration was not and is not being conducted in connection with a public
offering, and no public solicitation or advertisement has been or will be made
or relied upon in connection with the offering and issuance of the Sensu Share
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