Casa Systems Inc true 0001333835 0001333835 2023-06-15 2023-06-15

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K/A

(AMENDMENT NO. 1)

 

 

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 15, 2023

 

 

Casa Systems, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-38324   75-3108867

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

100 Old River Road

Andover, Massachusetts

  01810
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (978) 688-6706

 

(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

 

Name of each exchange

on which registered

Common Stock, $0.001 par value per share   CASA   The 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  ☐

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.  ☐

 

 

 


EXPLANATORY NOTE

On June 16, 2023, Casa Systems, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) to report the closing of a series of transactions related to restructuring of the Company’s credit facility. The Company is filing this Amendment No. 1 to the Current Report on Form 8-K (this “Amendment No. 1”) only to include certain exhibits that were omitted from Item 9.01 of the Initial Form 8-K, which as disclosed in the Initial Form 8-K, were to be filed with this Amendment No. 1. Except as set forth herein, this Amendment No. 1 does not amend, modify or update the disclosure contained in the Initial Form 8-K. This Amendment No. 1 should be read in conjunction with the Initial Form 8-K.

 

Item 9.01

Financial Statements and Exhibits. (d) Exhibits.

 

Exhibit
Number

  

Description

10.1†    Exchange Agreement, dated June 15, 2023, by and among Casa Systems, Inc. and the lenders party thereto.
10.2    First Amendment to Existing Credit Agreement, dated June 15, 2023, by and among Casa Systems, Inc. and JPMorgan Chase Bank, N.A., as administrative and collateral agent.
10.3†+    Superpriority Credit Agreement, dated June 15, 2023, by and among Casa Systems, Inc., JPMorgan Chase Bank, N.A., as administrative agent, Delaware Trust Company, as collateral agent, and the lenders party thereto.
10.4    Warrant Agreement, dated June 15, 2023, by and between Casa Systems, Inc. and American Stock Transfer & Trust Company, LLC.
10.5†    Registration Rights Agreement, dated June 15, 2023, by and among Casa Systems, Inc. and the lenders party thereto.
99.1*    Press release dated June 15, 2023.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

Certain identified information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential, in compliance with Regulation S-K Item 601(b)(10).

+

Certain schedules and exhibits to this exhibit have been omitted pursuant to Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

*

Previously furnished as Exhibit 99.1 to the Initial Form 8-K.


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.

 

    Casa Systems, Inc.
Date: June 21, 2023     By:  

/s/ Edward Durkin

      Edward Durkin
      Interim Chief Executive Officer and Chief Financial Officer
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