8-K
filed February 4, 2025, 6:59 PM ET
CIK 0001313275
M&A
confidence high
sentiment neutral
materiality 0.90
BRIGHTCOVE INC: M&A transaction — Brightcove acquired by Bending Spoons for $4.45/share; stock to be delisted from Nasdaq
BRIGHTCOVE INC
- Merger completed on Feb 4, 2025; shareholders receive $4.45 per share in cash.
- All outstanding shares converted; options and RSUs cashed out at $4.45 per share less exercise price.
- Former board (Marc DeBevoise, Diane Hessan, et al.) resigned; replaced by Francesco Patarnello, Douglas Marshall, Sarah Odrezin from Bending Spoons.
- Brightcove requested delisting from Nasdaq and will file Form 15 to suspend SEC reporting.
- Loan agreement with Silicon Valley Bank terminated; all outstanding obligations paid off.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Francesco Patarnello was appointed as Director at BRIGHTCOVE INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
Francesco Patarnello, Douglas Marshall and Sarah Odrezin, became the directors of the Surviving Corporation
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Douglas Marshall was appointed as Director at BRIGHTCOVE INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
Francesco Patarnello, Douglas Marshall and Sarah Odrezin, became the directors of the Surviving Corporation
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sarah Odrezin was appointed as Director at BRIGHTCOVE INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
Francesco Patarnello, Douglas Marshall and Sarah Odrezin, became the directors of the Surviving Corporation
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Diane Hessan resigned as Director at BRIGHTCOVE INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Marc DeBevoise, Diane Hessan, Kristin Frank, Gary Haroian, Scott Kurnit, Tsedal Neeley, and Thomas E. Wheeler each resigned from the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gary Haroian resigned as Director at BRIGHTCOVE INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Marc DeBevoise, Diane Hessan, Kristin Frank, Gary Haroian, Scott Kurnit, Tsedal Neeley, and Thomas E. Wheeler each resigned from the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Scott Kurnit resigned as Director at BRIGHTCOVE INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Marc DeBevoise, Diane Hessan, Kristin Frank, Gary Haroian, Scott Kurnit, Tsedal Neeley, and Thomas E. Wheeler each resigned from the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Tsedal Neeley resigned as Director at BRIGHTCOVE INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Marc DeBevoise, Diane Hessan, Kristin Frank, Gary Haroian, Scott Kurnit, Tsedal Neeley, and Thomas E. Wheeler each resigned from the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Marc DeBevoise resigned as Director at BRIGHTCOVE INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Marc DeBevoise, Diane Hessan, Kristin Frank, Gary Haroian, Scott Kurnit, Tsedal Neeley, and Thomas E. Wheeler each resigned from the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas E. Wheeler resigned as Director at BRIGHTCOVE INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Marc DeBevoise, Diane Hessan, Kristin Frank, Gary Haroian, Scott Kurnit, Tsedal Neeley, and Thomas E. Wheeler each resigned from the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kristin Frank resigned as Director at BRIGHTCOVE INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Marc DeBevoise, Diane Hessan, Kristin Frank, Gary Haroian, Scott Kurnit, Tsedal Neeley, and Thomas E. Wheeler each resigned from the board of directors of the Company
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
BRIGHTCOVE INC: Certificate of incorporation amended and restated in connection with merger.
- Change
- charter amendment
Exact text from the filing
the Company’s certificate of incorporation and by-laws were amended and restated in their entirety
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
BRIGHTCOVE INC: By-laws amended and restated in connection with merger.
- Change
- bylaw amendment
Exact text from the filing
the Company’s certificate of incorporation and by-laws were amended and restated in their entirety
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.99
BRIGHTCOVE INC underwent a change of control involving Bending Spoons US Inc. for $4.45 in cash per share of Brightcove common stock; aggregate consideration includes cash payments for outstanding options and RSU awards (closed 2025-02-04).
- Action
- change of control
- Counterparty
- Bending Spoons US Inc.
- Consideration
- $4.45 in cash per share of Brightcove common stock; aggregate consideration includes cash payments for outstanding options and RSU awards
- Closing
- 2025-02-04
Exact text from the filing
rights of appraisal under Section 262 of the Delaware General Corporation Law (the “Appraisal Shares”)) was automatically canceled and converted into the right to receive $4.45 in cash, without interest (the “Merger Consideration”), (b) each share of Company Common Stock held in the treasury of the Company and any shares of Company Common Stock owned by
View on SEC.gov
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