Statistik Asas
| LEI | 549300TNEHRXPVGWVW07 |
| CIK | 1454938 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Teads Holding Co.
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| August 8, 2025 |
2021 Plan RSU Form – Executive OUTBRAIN INC. 2021 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE Outbrain Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Long-Term Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”), a Full Value Award comprising an award of restricted stock units (“Restricted |
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| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| August 8, 2025 |
RULES OF THE OUTBRAIN INC. 2021 OMNIBUS LONG-TERM INCENTIVE PLAN FOR RESTRICTED STOCK UNITS GRANTED TO EMPLOYEES IN FRANCE (FRENCH SUB-PLAN) ADDENDUM 1.Introduction. The Board of Directors (the “Board”) of Outbrain Inc. (the “Company”) has established the Outbrain Inc. 2021 Omnibus Long-Term Incentive Plan, as approved by the Company’s stockholders on July 18, 2021 (the “Plan”), to (i) motivate el |
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| August 8, 2025 |
2007 Plan - Executive RSU Agreement OUTBRAIN INC. 2007 OMNIBUS SECURITIES AND INCENTIVE PLAN, AS AMENDED AND RESTATED (Effective June 4, 2025) RESTRICTED STOCK UNIT AWARD GRANT NOTICE Outbrain Inc., a Delaware corporation (the “Company”), pursuant to its 2007 Omnibus Securities and Incentive Plan, as Amended and Restated (effective June 4, 2025), and as may be further amended from time to time (th |
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| August 8, 2025 |
PSU (rTSR) – Executive Agreement OUTBRAIN INC. 2021 LONG-TERM INCENTIVE PLAN PERFORMANCE STOCK UNIT AWARD GRANT NOTICE Outbrain Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Long-Term Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”), a Full Value Award comprising an award of performance-based restric |
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| August 8, 2025 |
PSU (Financial Metrics) - Executive OUTBRAIN INC. 2021 LONG-TERM INCENTIVE PLAN PERFORMANCE STOCK UNIT AWARD GRANT NOTICE Outbrain Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Long-Term Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”), a Full Value Award comprising an award of performance-based rest |
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| August 8, 2025 |
OUTBRAIN INC. 2007 OMNIBUS SECURITIES AND INCENTIVE PLAN AMENDED AND RESTATED JUNE 4, 2025 ARTICLE I PURPOSE................................................................................................................ 1 ARTICLE II DEFINITIONS....................................................................................................... 1 ARTICLE III EFFECTIVE DATE OF PLAN............... |
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| August 7, 2025 |
Teads Holding Co. Announces Second Quarter 2025 Results Achieved Q2 guidance on both Ex-TAC gross profit and Adjusted EBITDA; Strong cash generation; CTV 80%+ growth year-over-year New York – August [X], 2025 — Teads Holding Co. (Nasdaq: TEAD) (“Teads” or the “Company”) announced today financial results for the quarter ended June 30, 2025. Second Quarter 2025 Key Financial Metrics1: Three Months E |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 7, 2025 Teads Holding Co. |
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| June 9, 2025 |
Thirteenth Amended and Restated Certificate of Incorporation Exhibit 3.1 THIRTEENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OUTBRAIN INC. It is hereby certified that: 1. (a) The present name of the corporation (hereinafter called the “corporation”) is Outbrain Inc. (b) The name under which the corporation was originally incorporated is Outbrain Inc., and the date of filing of the original certificate of incorporation of the corporation with the |
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| June 9, 2025 |
Outbrain Completes Change of Corporate Name to Teads Exhibit 99.1 Outbrain Completes Change of Corporate Name to Teads Combined Company to Operate as Teads and Trade on Nasdaq under the New Ticker “TEAD” New York, June 9, 2025 – Outbrain Inc. (NASDAQ: OB), which is operating under the new Teads brand following Outbrain’s acquisition of Teads in February 2025, announced today that the combined company has completed its corporate renaming from “Outbra |
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| June 9, 2025 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF TEADS HOLDING CO. As Amended June 6, 2025 ARTICLE I MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings. All meetings of the stockholders shall be held at such place within or outside the State of Delaware as may be fixed from time to time by the board of directors (the “Board of Directors”) or the chief executive officer of Teads Holding Co., or if not |
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| June 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 6, 2025 Outbrain Inc. |
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| June 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 5, 2025 Outbrain Inc. |
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| June 3, 2025 |
Exhibit 4.4 EXECUTION VERSION FOURTH SUPPLEMENTAL INDENTURE FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 30, 2025 among TEADS MEXICO, S. de R.L. de C.V. (the “New Guarantor”), OT MIDCO INC., a Delaware corporation (the “Issuer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (in s |
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| June 3, 2025 |
Exhibit 4.3 To be executed by way of exchange of correspondence THIRD SUPPLEMENTAL INDENTURE THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 30, 2025 among OUTBRAIN ITALY S.R.L. (the “New Guarantor”), OT MIDCO INC., a Delaware corporation (the “Issuer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture re |
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| June 3, 2025 |
Exhibit 4.2 EXECUTION VERSION SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 30, 2025 among TEADS CANADA ULC, OUTBRAIN FRANCE SAS, TEADS DEUTSCHLAND GMBH, OUTBRAIN ISRAEL LTD, OUTBRAIN JAPAN K.K., TEADS JAPAN K.K., TEADS SINGAPORE PTE. LTD., (each a “New Guarantor” and collectively, the “New Guarantors”), OT MIDCO INC., a Delaware corpor |
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| June 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 30, 2025 Outbrain Inc. |
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| June 3, 2025 |
Exhibit 4.5 EXECUTION VERSION FIFTH SUPPLEMENTAL INDENTURE FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of June 3, 2025 among TEADS, VIDEO INTELLIGENCE AG, TEADS SCHWEIZ GMBH, OT SWISS FINANCING GMBH (each a “New Guarantor” and collectively, the “New Guarantors”), OT MIDCO INC., a Delaware corporation (the “Issuer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a nat |
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| June 3, 2025 |
Exhibit 4.1 EXECUTION VERSION FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 1, 2025 among TEADS AUSTRALIA PTY LTD ACN 635 531 869 (the “New Guarantor”), OT MIDCO INC., a Delaware corporation (the “Issuer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below ( |
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| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 12, 2025 |
Employment Agreement, dated as of March 21, 2014, by and among Outbrain Israel Ltd. and Asaf Porat EMPLOYMENT AGREEMENT 1.This employment agreement (the "Agreement") is made and entered into effective as of 21/3/14 by and among Outbrain Israel Ltd., an Israeli company, company number 51-387130-1 of 6 Arie Regev St., Natanya (the "Company") and Asaf Porat (the "Employee"). Whereas the Company wishes to employ the Employee and the Employee wishes to be so employed by the Company, subject to and a |
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| May 12, 2025 |
Change of Employment Terms, dated as of May 4, 2021, by and between the Company and Asaf Porat Outbrain Date: May 4, 2021 To: Asaf Porat By Email Dear Asaf, Re: Change of Employment Terms Following our recent discussions, on behalf of the parent company of Outbrain Israel Ltd. |
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| May 9, 2025 |
Outbrain Announces First Quarter 2025 Results Achieved Q1 guidance on both Ex-TAC gross profit and Adjusted EBITDA; CTV revenues grow by more than 100% year-over-year on pro forma basis; Integration and synergies remain on track; Reiterates full year 2025 guidance. |
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| May 9, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 9, 2025 Outbrain Inc. |
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| April 25, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant □ Check the appropriate box: □Preliminary Proxy Statement □Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant □ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 12, 2025 Outbrain Inc. |
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| March 7, 2025 |
Outbrain Inc. Compensation Recovery Policy. Exhibit 97 OUTBRAIN INC. COMPENSATION RECOVERY POLICY Adopted as of November 28, 2023 Outbrain Inc., a Delaware corporation (the “Company”), has adopted this Compensation Recovery Policy, as may be amended from time to time (this “Policy”), as described below. 1. Overview This Policy sets forth the circumstances and procedures under which the Company shall be required to recover Erroneously Awarde |
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| March 7, 2025 |
As filed with the Securities and Exchange Commission on March 7, 2025. As filed with the Securities and Exchange Commission on March 7, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Outbrain Inc. (Exact name of registrant as specified in its charter) Delaware 20-5391629 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer I |
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| March 7, 2025 |
ded and Restated Certificate of Exhibit 3.2 STATE OF DELAWARE CERTIFICATE OF CORRECTION TO TWELFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OUTBRAIN INC. Outbrain Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware. DOES HEREBY CERTIFY: 1.)The name of the corporation is Outbrain Inc. (the “Corporation”). 2.)That the Twelfth Amended and Restated Certif |
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| March 7, 2025 |
Amended and Restated Executive Agreement, dated November 7, 2024, by and between David Exhibit 10.15 OUTBRAIN INC. AMENDED AND RESTATED EXECUTIVE AGREEMENT THIS AMENDED AND RESTATED EXECUTIVE AGREEMENT (this “Agreement”) is made and entered into as of the date signed below, by and between Outbrain Inc. (the “Company”), and David Kostman (the “Executive”). The Company and the Executive are sometimes hereinafter referred to individually as a “Party” and together as “Parties.” Unless o |
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| March 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-406 |
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| March 7, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Outbrain Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share (4) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.001 par value |
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| March 7, 2025 |
Transition Services Agreement, dated November 7, 2024, by and b Exhibit 10.14 TRANSITION SERVICES AGREEMENT This Transition Services Agreement (the “Agreement”) is made as of November 7, 2024, by and between Outbrain Inc. (the “Company”) and Yaron Galai (the “Executive”). WHEREAS, the Executive has served as co-Chief Executive Officer (“co-CEO”) of the Company; WHEREAS, the Company and the Executive have mutually agreed to end their employment relationship und |
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| March 7, 2025 |
Exhibit 10.16 OUTBRAIN INC. AMENDED AND RESTATED EXECUTIVE AGREEMENT THIS AMENDED AND RESTATED EXECUTIVE AGREEMENT (this “Agreement”) is made and entered into as of the date signed below, by and between Outbrain Inc. (the “Company”), and Jason Benjamin Kiviat (the “Executive”). The Company and the Executive are sometimes hereinafter referred to individually as a “Party” and together as “Parties.” |
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| March 7, 2025 |
Outbrain Insider Trading and Blackout Policy. Exhibit 19.1 INSIDER TRADING AND BLACKOUT POLICY (AS AMENDED MARCH 2025) POLICY STATEMENT This Insider Trading and Blackout Policy (this “Policy”) sets forth the policies of Outbrain Inc. prohibiting “insider trading” and the procedures to be followed by directors, officers and employees of the Company before engaging in any trading involving securities of the Company. For purposes of this Policy, |
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| March 7, 2025 |
List of subsidiaries of the Company. Exhibit 21.1 SUBSIDIARIES ENTITY JURISDICTION OF FORMATION OR ORGANIZATION Ligatus GmbH Germany OBL Acquisition Inc. USA OT CH Fin Holdings (UK) Limited United Kingdom OT Midco Inc. USA OT Swiss Financing GmbH Switzerland OT UK Holdings Limited United Kingdom OT US Holdings LLC USA Outbrain Australia Pty Ltd Australia Outbrain Belgium BVBA Belgium Outbrain d.o.o Slovenia Outbrain France SAS France |
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| February 27, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 27, 2025 Outbrain Inc. |
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| February 27, 2025 |
Outbrain Announces Fourth Quarter and Full Year 2024 Results Outbrain Announces Fourth Quarter and Full Year 2024 Results Reports another quarter of accelerated growth and profitability, achieved Q4 guidance on Ex TAC gross profit and Adjusted EBITDA, and generated strong cash flow Closed acquisition of Teads in February 2025; Combined company operating under the name Teads New York – February 27, 2025 — Outbrain Inc. |
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| February 24, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On February 3, 2025, Outbrain acquired Teads pursuant to the Share Purchase Agreement. The following unaudited pro forma condensed combined financial statements and related notes are derived from the historical consolidated financial statements of Outbrain and the historical financial statements of Teads, and give effect to t |
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| February 24, 2025 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. |
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| February 11, 2025 |
Exhibit 4.1 Execution Version INDENTURE Dated as of February 11, 2025 Between OT MIDCO INC. as the Issuer the Guarantors party hereto from time to time and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee and Security Agent $637,500,000 10.000% SENIOR SECURED NOTES DUE 2030 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 5 SECTION 1.01 Definitions. 5 SECTION 1.0 |
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| February 11, 2025 |
Outbrain Announces Closing of New Senior Secured Notes Due 2030 Exhibit 99.1 Outbrain Announces Closing of New Senior Secured Notes Due 2030 New York, February 11, 2025 - Outbrain Inc. (NASDAQ: OB), which is operating under the new Teads brand, today announced the successful closing of its Rule 144A/Reg S private offering (the “Offering”) of $637.5 million in aggregate principal amount of 10.000% senior secured notes due 2030 (the “Notes”) at an issue price of |
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| February 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 11, 2025 Outbrain Inc. |
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| February 10, 2025 |
Executive Officers and Directors of Altice Teads S.A. Exhibit 99.6 Executive Officers and Directors of Altice Teads S.A. Business Address: 1, rue Hildegard von Bingen, L-1282 Luxembourg, Grand Duchy of Luxembourg Name: Title: Malo Corbin (citizen of France) Director A Natacha Marty (citizen of France) Director A Emilie Schmitz (citizen of France) Director B Executive Officers and Directors of Altice International S.à r.l. Business Address: 1, rue Hil |
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| February 10, 2025 |
Exhibit 24.1 LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned hereby makes, constitutes and appoints Natacha Marty, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to: 1. Execute for and on behalf of each of the undersigned individual and entities (each, a “Filer” and collectively, the “Filers”) (i) Forms 3, 4, |
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| February 10, 2025 |
EX-99.1 3 ck0001459200-ex991.htm EXHIBIT 99.1 - JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of the common stock of Outbrain |
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| February 7, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 7, 2025 Outbrain Inc. |
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| February 3, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On February 3, 2025, Outbrain acquired Teads pursuant to the Share Purchase Agreement. The following unaudited pro forma condensed combined financial statements and related notes are derived from the historical consolidated financial statements of Outbrain and the historical financial statements of Teads, and give effect to t |
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| February 3, 2025 |
Exhibit 10.3 STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT, dated as of February 3, 2025 (this “Agreement”), between Outbrain Inc., a Delaware corporation (the “Company”), Altice Teads S.A., a public limited liability company (société anonyme), incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 1, rue Hildegard von Bingen, L-1282 Luxembourg, |
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| February 3, 2025 |
Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF OUTBRAIN INC. As Amended February 3, 2025 ARTICLE I MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings. All meetings of the stockholders shall be held at such place within or outside the State of Delaware as may be fixed from time to time by the Board of Directors or the chief executive officer, or if not so designated, at the registered office of the |
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| February 3, 2025 |
Exhibit 2.1 AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT This AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT, dated as of February 3, 2025 (this “Amendment”), amends that certain Share Purchase Agreement, dated as of August 1, 2024 (the “Purchase Agreement”), by and among Altice Teads S.A., a public limited liability company (société anonyme), incorporated and existing under the laws of the Grand Duch |
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| February 3, 2025 |
Exhibit 10.1 Execution Version CREDIT AGREEMENT dated as of February 3, 2025 among OUTBRAIN INC. as the Initial Borrower, OT MIDCO, INC., as the Midco Borrower, the Additional Borrowers party hereto from time to time, THE LENDERS PARTY HERETO, GOLDMAN SACHS BANK USA, as sole Administrative Agent, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Collateral Agent, GOLDMAN SACHS BANK USA, JEFFERIES |
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| February 3, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 3, 2025 Outbrain Inc. |
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| February 3, 2025 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 3, 2025, by and among Outbrain Inc., a Delaware corporation (the “Company”), and Altice Teads S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 1, rue Hildegard von |
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| February 3, 2025 |
Exhibit 99.1 Outbrain Completes the Acquisition of Teads Combination Creates the Omnichannel Outcomes Platform for the Open Internet Highlights: ● The combination will merge two open internet category leaders to create a unified omnichannel platform that delivers outcomes from branding to performance across all screens, including CTV, mobile and web. The new company will operate under the name Tea |
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| February 3, 2025 |
Exhibit 4.1 INVESTORS’ RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) made as of the 3rd day of February, 2025 (the “Effective Date”), by and among Outbrain Inc. a Delaware corporation (the “Company”), Yaron Galai (the “Founder”), and the individuals and entities identified in Schedule 1 attached hereto (collectively, the “Investor Holders” and together w |
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| February 3, 2025 |
Exhibit 99.3 SUMMARY This summary highlights the information contained elsewhere in this offering memorandum or incorporated by reference herein. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of this offering, we encourage you to read this entire offering memorandum and the documents incorporated by refere |
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| February 3, 2025 |
Exhibit 99.2 Unaudited Condensed Interim Consolidated Statements of Operations for the periods ended September 30, 2024 and 2023 (In thousands of USD) Three months ended September 30, 2024 Three months ended September 30, 2023 Nine months ended September 30, 2024 Nine months ended September 30, 2023 Note no. Revenue 149,376 148,240 42 |
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| February 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 3, 2025 Outbrain Inc. |
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| December 5, 2024 |
Outbrain Shareholders Vote to Support Teads Acquisition Exhibit 99.1 Outbrain Shareholders Vote to Support Teads Acquisition New York – December 5, 2024 – Outbrain Inc. (NASDAQ: OB) (“Outbrain”), a leading technology platform that drives business results by engaging people across the Open Internet, announced today that, at its special meeting of shareholders (the “Special Meeting”) held earlier today, Outbrain shareholders voted to approve the issuance |
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| December 5, 2024 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 5, 2024 Outbrain Inc. |
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| November 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 28, 2024 Outbrain Inc. |
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| November 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 28, 2024 Outbrain Inc. |
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| November 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 26, 2024 Outbrain Inc. |
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| November 26, 2024 |
DEFA14A 1 a11-25x24form8xk.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 26, 2024 Outbrain Inc. (Exact name of registrant as specified in its charter) Delaware 001-40643 20-5391629 (State or other jurisdiction |
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| November 7, 2024 |
OB / Outbrain Inc. / Value Base Ltd. - SC 13G/A Passive Investment SC 13G/A 1 zk2432251.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Outbrain Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 69002R103 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropr |
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| November 7, 2024 |
Outbrain Announces Third Quarter 2024 Results Reports strong quarter, achieving Q3 guidance on Ex TAC gross profit, exceeding Adjusted EBITDA expectations; improved margins and profitability, and generating positive cash flow for 5th consecutive quarter Increases outlook for Adjusted EBITDA for FY 2024 New York – November 7, 2024 — Outbrain Inc. |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 7, 2024 |
Execution Version NOTE REPURCHASE AGREEMENT This Note Repurchase Agreement (this “Agreement”) is made as of September 18, 2024 by and between Outbrain Inc. |
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| November 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 7, 2024 Outbrain Inc. |
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| October 31, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
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| October 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 15, 2024 Outbrain Inc. |
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| October 15, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 15, 2024 Outbrain Inc. |
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| October 15, 2024 |
Exhibit 99.1 Year Ended December 31, 2018 Year Ended December 31, 2019 Year Ended December 31, 2020 Year Ended December 31, 2021 Year Ended December 31, 2022 Year Ended December 31, 2023 LTM Ended June 30, 2024 (in millions USD) Gross Profit $ 128 $ 180 $ 308 $ 142 $ 228 $ 370 $ 165 $ 287 $ 452 $ 240 $ 375 $ 616 $ 193 $ 333 $ 526 $ 185 $ 321 $ 506 $ 187 $ 312 $ 499 Other Cost of Revenue 23 55 79 2 |
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| October 15, 2024 |
Exhibit 99.1 Year Ended December 31, 2018 Year Ended December 31, 2019 Year Ended December 31, 2020 Year Ended December 31, 2021 Year Ended December 31, 2022 Year Ended December 31, 2023 LTM Ended June 30, 2024 (in millions USD) Gross Profit $ 128 $ 180 $ 308 $ 142 $ 228 $ 370 $ 165 $ 287 $ 452 $ 240 $ 375 $ 616 $ 193 $ 333 $ 526 $ 185 $ 321 $ 506 $ 187 $ 312 $ 499 Other Cost of Revenue 23 55 79 2 |
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| October 4, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D |
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| October 4, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Outbrain Inc. |
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| October 4, 2024 |
OB / Outbrain Inc. / BAUPOST GROUP LLC/MA - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 03 )* Outbrain Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69002R103 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu |
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| September 23, 2024 |
Outbrain announces repurchase of remaining 2.95% Convertible Senior Notes due 2026 Exhibit 99.1 Outbrain announces repurchase of remaining 2.95% Convertible Senior Notes due 2026 New York – September 23, 2024 - Outbrain Inc. (NASDAQ: OB), a leading technology platform that drives business results by engaging people across the Open Internet, announced today that it has repurchased all of the remaining $118 million in aggregate principal amount of the 2.95% Convertible Senior Note |
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| September 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 18, 2024 Outbrain Inc. |
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| September 19, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 16, 2024 Outbrain Inc. |
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| August 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| August 8, 2024 |
Exhibit 10.2 OUTBRAIN INC. 2021 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE Outbrain Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Long-Term Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”), a Full Value Award comprising an award of restricted stock units (“Restricted Stock Units” or “ |
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| August 8, 2024 |
Exhibit 10.3 OUTBRAIN INC. 2021 LONG-TERM INCENTIVE PLAN PERFORMANCE STOCK UNIT AWARD GRANT NOTICE Outbrain Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Long-Term Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”), a Full Value Award comprising an award of performance-based restricted stock units (“Pe |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| August 8, 2024 |
EXECUTION VERSION SHARE PURCHASE AGREEMENT by and among Altice Teads S.A. as the Seller, Teads S.A. as the Company and Outbrain Inc. as the Purchaser Dated as of August 1, 2024 TABLE OF CONTENTS Section 1.01 Certain Defined Terms............................................................................ 2 Section 1.02 Table of Definitions........................................................... |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| August 8, 2024 |
Execution Version GOLDMAN SACHS BANK USA 200 West Street New York, New York 10282-2198 JEFFERIES FINANCE LLC 520 Madison Avenue New York, NY 10022 MIZUHO BANK, LTD. |
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| August 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 8, 2024 Outbrain Inc. |
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| August 8, 2024 |
Exhibit 10.1 OUTBRAIN INC. 2021 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE Outbrain Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Long-Term Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”), a Full Value Award comprising an award of restricted stock units (“Restricted Stock Units” or “ |
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| August 8, 2024 |
Outbrain Announces Second Quarter 2024 Results Reports strong quarter, achieving high end Q2 guidance on Ex TAC gross profit, beating on Adjusted EBITDA, improving margins and profitability, and generating positive cash flow for 4th consecutive quarter New York – August 8, 2024 — Outbrain Inc. |
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| August 8, 2024 |
Exhibit 10.5 OUTBRAIN INC. 2021 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE Outbrain Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Long-Term Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”), a Full Value Award comprising an award of restricted stock units (“Restricted Stock Unit |
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| August 8, 2024 |
Exhibit 10.4 OUTBRAIN INC. 2021 LONG-TERM INCENTIVE PLAN PERFORMANCE STOCK UNIT AWARD GRANT NOTICE Outbrain Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Long-Term Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”), a Full Value Award comprising an award of performance-based restricted stock units (“Pe |
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| August 7, 2024 |
Exhibit 2 VALUE BASE FUND MANAGEMENT LTD. (the “Company”) UNANIMOUS WRITTEN RESOLUTION OF THE BOARD OF DIRECTORS OF THE COMPANY September 27, 2023 The undersigned, comprising all the members of the Board of Directors of the Company, in lieu of meeting, pursuant to the Articles of Association of the Company and waiving any prior notice requirements, do hereby consent in writing as follows: It is he |
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| August 7, 2024 |
OB / Outbrain Inc. / Value Base Ltd. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Outbrain Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 69002R103 (CUSIP Number) August 1, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| August 7, 2024 |
Joint Filing Agreement by and among the Reporting Persons EX-99 2 exhibit1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Outbrain Inc.; each of them is responsible for the timely filin |
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| August 1, 2024 |
EXECUTION VERSION SHARE PURCHASE AGREEMENT by and among Altice Teads S.A. as the Seller, Teads S.A. as the Company and Outbrain Inc. as the Purchaser Dated as of August 1, 2024 2 TABLE OF CONTENTS Article I DEFINITIONS Section 1.01 Certain Defined Terms .............................................................................................8 Section 1.02 Table of Definitions ................. |
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| August 1, 2024 |
EXECUTION VERSION STOCKHOLDER SUPPORT AGREEMENT This Stockholder Support Agreement (this “Agreement”) is dated as of August 1, 2024, by and among the Persons set forth on Schedule I hereto (each, a “Stockholder Party” and collectively, the “Stockholder Parties”), Outbrain Inc. |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 1, 2024 Outbrain Inc. |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 1, 2024 Outbrain Inc. |
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| August 1, 2024 |
1 + Defining the Next Generation of Open Internet Advertising August 1, 2024 2 There is an opportunity Or establish an end-to-end solution for the future. |
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| August 1, 2024 |
Category Leaders Outbrain and Teads to Merge, Creating an Independent End-to-End Advertising Platform for the Open Internet Company will combine performance and omnichannel video offerings to become the preferred destination to drive full-funnel marketing outcomes across the entire consumer journey Highlights: ●Outbrain will acquire Teads in an approximately $1 billion transaction, consisting of $725 million upfront cash and $25 million deferred cash, 35 million shares of common stock of Outbrain, and $105 million of convertible preferred equity. |
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| August 1, 2024 |
Outbrain Inc. Outbrain and Teads Merge Conference Call Outbrain Inc. Outbrain and Teads Merge Conference Call August 1, 2024 Presenters David Kostman, Co-CEO, Outbrain Jason Kiviat, CFO, Outbrain Jeremy Arditi, Co-CEO, Teads Q&A Participants Andrew Boone - JMP Securities Max (ph) - Citigroup Laura Martin - Needham Operator Greetings and welcome to Outbrain and Teads’ investor call. At this time, all participants are in a listen only mode. A brief ques |
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| June 14, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 13, 2024 Outbrain Inc. |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 9, 2024 |
Outbrain Announces First Quarter 2024 Results Achieves Q1 guidance, improves margins and profitability, and generates positive cash flow while continuing progress on growth drivers New York – May 9, 2024 — Outbrain Inc. |
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| May 9, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 9, 2024 Outbrain Inc. |
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| April 26, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant □ Check the appropriate box: □Preliminary Proxy Statement □Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant □ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 24, 2024 Outbrain Inc. |
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| March 8, 2024 |
Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF OUTBRAIN INC. As Amended March 7, 2024 ARTICLE I MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings. All meetings of the stockholders shall be held at such place within or outside the State of Delaware as may be fixed from time to time by the Board of Directors or the chief executive officer, or if not so designated, at the registered office of the cor |
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| March 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-406 |
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| March 8, 2024 |
Outbrain Inc. Compensation Recovery Policy. Exhibit 97 OUTBRAIN INC. COMPENSATION RECOVERY POLICY Adopted as of November 28, 2023 Outbrain Inc., a Delaware corporation (the “Company”), has adopted this Compensation Recovery Policy, as may be amended from time to time (this “Policy”), as described below. 1. Overview This Policy sets forth the circumstances and procedures under which the Company shall be required to recover Erroneously Awarde |
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| March 8, 2024 |
List of subsidiaries of the Company. Exhibit 21.1 SUBSIDIARIES ENTITY JURISDICTION OF FORMATION OR ORGANIZATION Outbrain Israel Ltd. Israel Outbrain UK Limited United Kingdom Outbrain Italy S.r.l. Italy Outbrain Spain S.L. Spain Outbrain Germany GmbH Germany Outbrain India Private Limited India Outbrain Services Monetizacao de Conteudo LTDA Brazil Outbrain Japan KK Japan Outbrain Australia PTY Ltd Australia Outbrain New Zealand Limit |
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| March 8, 2024 |
As filed with the Securities and Exchange Commission on March 8, 2024. As filed with the Securities and Exchange Commission on March 8, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Outbrain Inc. (Exact name of registrant as specified in its charter) Delaware 20-5391629 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer I |
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| March 8, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Outbrain Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share (4) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.001 par value |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 29, 2024 Outbrain Inc. |
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| February 29, 2024 |
Outbrain Announces Fourth Quarter 2023 Results Outbrain Announces Fourth Quarter 2023 Results New York – February 29, 2024 — Outbrain Inc. |
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| February 29, 2024 |
Outbrain Announces David Kostman as Sole CEO with Yaron Galai Remaining as Chairman and Advisor Exhibit 99.2 Outbrain Announces David Kostman as Sole CEO with Yaron Galai Remaining as Chairman and Advisor New York – February 29, 2024 — Outbrain Inc. (Nasdaq: OB), a leading technology platform that drives business results by engaging people across the Open Internet, announced today that David Kostman will assume the role of sole CEO of Outbrain. The company’s co-Founder and co-CEO, Yaron Gala |
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| February 8, 2024 |
OB / Outbrain Inc. / Viola Ventures III, L.P. - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment SC 13G/A 1 ea193172-13ga1violaoutbrain.htm AMENDMENT NO. 1 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Outbrain Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title |
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| November 7, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 7, 2023 Outbrain Inc. |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 7, 2023 |
Outbrain Announces Third Quarter 2023 Results Outbrain Announces Third Quarter 2023 Results New York – November 7, 2023 — Outbrain Inc. |
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| August 8, 2023 |
EXECUTION VERSION FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This First Amendment to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into and effective this 18th day of July, 2023 (the “First Amendment Effective Date”), by and between SILICON VALLEY BANK, a division of First- Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as receiver for Silicon Valley Bridge Bank, N. |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 8, 2023 Outbrain Inc. |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| August 8, 2023 |
Outbrain Announces Second Quarter 2023 Results Outbrain Announces Second Quarter 2023 Results New York – August 8, 2023 — Outbrain Inc. |
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| June 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 15, 2023 Outbrain Inc. |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 31, 2023 Outbrain Inc. |
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| May 9, 2023 |
Exhibit 10.1 Execution Version NOTE REPURCHASE AGREEMENT This Note Repurchase Agreement (this “Agreement”) is made as of April 13, 2023 by and between Outbrain Inc. (“Outbrain” or “Buyer”) and Baupost Group Securities, L.L.C. (“Seller”). Buyer and Seller are collectively referred to herein as the “Parties” and each individually, a “Party.” RECITALS WHEREAS, Buyer has issued and outstanding $236,00 |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 9, 2023 |
OB / Outbrain Inc / BAUPOST GROUP LLC/MA - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 02)* Outbrain Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69002R103 (CUSIP Number) April 30, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi |
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| May 9, 2023 |
Outbrain Announces First Quarter 2023 Results Outbrain Announces First Quarter 2023 Results New York – May 9, 2023 — Outbrain Inc. |
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| May 9, 2023 |
Exhibit 3.1 TWELFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OUTBRAIN INC. a Delaware corporation The following Twelfth Amended and Restated Certificate of Incorporation of Outbrain Inc. (the “Corporation”) (i) amends and restates the provisions of the Certificate of Incorporation of the Corporation originally filed with the Secretary of State of the State of Delaware on August 11, 200 |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 9, 2023 Outbrain Inc. |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant □ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 27, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant □ Check the appropriate box: □Preliminary Proxy Statement □Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 13, 2023 Outbrain Inc. |
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| April 17, 2023 |
Outbrain announces partial repurchase of 2.95% Convertible Senior Notes due 2026 Exhibit 99.1 Outbrain announces partial repurchase of 2.95% Convertible Senior Notes due 2026 New York - April 17, 2023 - Outbrain Inc. (NASDAQ: OB), a leading recommendation platform for the open web, announced today that it has repurchased $118 million in aggregate principal amount of the 2.95% Convertible Senior Notes due 2026 (the “Convertible Notes”) via a privately negotiated repurchase agre |
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| March 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-406 |
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| March 15, 2023 |
List of subsidiaries of the Company. Exhibit 21.1 SUBSIDIARIES ENTITY JURISDICTION OF FORMATION OR ORGANIZATION Outbrain Israel Ltd. Israel Outbrain UK Limited United Kingdom Outbrain Italy SRL Italy Outbrain Spain S.L. Spain Outbrain Germany GmbH Germany Outbrain India Private Limited India Outbrain Services Monetizacao de Conteudo LTDA Brazil Outbrain Japan KK Japan Outbrain Australia PTY Ltd Australia Outbrain New Zealand Limited |
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| March 15, 2023 |
As filed with the Securities and Exchange Commission on March 15, 2023. As filed with the Securities and Exchange Commission on March 15, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Outbrain Inc. (Exact name of registrant as specified in its charter) Delaware 20-5391629 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer |
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| March 15, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Outbrain Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share (4) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.001 par value |
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| March 2, 2023 |
Outbrain Announces Fourth Quarter and Full Year 2022 Results Outbrain Announces Fourth Quarter and Full Year 2022 Results New York – March 2, 2023 — Outbrain Inc. |
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| March 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 2, 2023 Outbrain Inc. |
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| February 28, 2023 |
Exhibit 99.1 Outbrain Adds Technology Executive Nithya B. Das to Board of Directors Brings strong experience across ad tech, software and operations New York – February 28, 2023 — Outbrain Inc. (NASDAQ: OB), a leading recommendation platform for the open web, today announced the addition of Nithya B. Das to its Board of Directors. Over the last three years, Das has served as Chief Operating Office |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 26, 2023 Outbrain Inc. |
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| February 14, 2023 |
OB / Outbrain Inc. / Eggers Barry - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Outbrain Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 69002R103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| February 13, 2023 |
OB / Outbrain Inc. / BAUPOST GROUP LLC/MA - NONE Passive Investment SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* Outbrain Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69002R103 (CUSIP Number) Calendar Year 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| December 15, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 14, 2022 Outbrain Inc. |
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| December 15, 2022 |
Outbrain Board of Directors Authorizes Share Repurchase Program Exhibit 99.1 Outbrain Board of Directors Authorizes Share Repurchase Program New York ? December 15, 2022 ? Outbrain Inc. (Nasdaq: OB), a leading recommendation platform for the open web, today announced the Company?s Board of Directors approved a new stock repurchase program under which the Company is authorized to purchase up to $30 million of the Company?s common stock with no requirement to pu |
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| November 10, 2022 |
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of August 25, 2022, by and between Outbrain Inc. |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40643 Outbra |
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| November 10, 2022 |
Outbrain Announces Third Quarter 2022 Results EXHIBIT 99.1 Outbrain Announces Third Quarter 2022 Results NEW YORK, Nov. 10, 2022 (GLOBE NEWSWIRE) - Outbrain Inc. (Nasdaq: OB), a leading recommendation platform for the open web, announced today financial results for the quarter ended September 30, 2022. ?We are pleased to announce that we beat the high end of our guidance for the third quarter,? said David Kostman, Outbrain's Co-CEO. ?With the |
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| November 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 10, 2022 Outbrain Inc. (Exact name of registrant as specified in its charter) Delaware 001-40643 20-5391629 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40643 Outbrain In |
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| August 12, 2022 |
Addendum C to Lease Agreement dated January 17, 2017 Made and entered into in Netanya on June 30, 2022 Between Cash and Carry Food Services Ltd. |
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| August 11, 2022 |
Outbrain Announces Second Quarter 2022 Results EXHIBIT 99.1 Outbrain Announces Second Quarter 2022 Results NEW YORK, Aug. 11, 2022 (GLOBE NEWSWIRE) - Outbrain Inc. (Nasdaq: OB), a leading recommendation platform for the open web, announced today financial results for the quarter ended June 30, 2022. ?We are pleased to report that despite worsening macroeconomic headwinds, we delivered on the guidance we provided for the second quarter of 2022, |
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| August 11, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 11, 2022 Outbrain Inc. (Exact name of registrant as specified in its charter) Delaware 001-40643 20-5391629 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| August 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A 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 1, 2022 Outbrain Inc. |
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| August 5, 2022 |
OUTBRAIN INC. EXECUTIVE AGREEMENT THIS EXECUTIVE AGREEMENT (this ?Agreement?) is made and entered into as of the date signed below, by and between Outbrain Inc. (the ?Company?), and Jason Benjamin Kiviat (the ?Executive?). The Company and the Executive are sometimes hereinafter referred to individually as a ?Party? and together as ?Parties.? Unless otherwise defined in the body of this Agreement, |
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| June 27, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 23, 2022 Outbrain Inc. |
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| June 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 1, 2022 Outbrain Inc. |
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| June 2, 2022 |
Exhibit 99.1 Elise Garofalo to Step Down as Outbrain CFO After 8 Years; Jason Kiviat, Outbrain VP, FP&A & Investor Relations, appointed as CFO NEW YORK, June 2, 2022 (GLOBE NEWSWIRE) - Outbrain Inc. (NASDAQ: OB) today announced its Chief Financial Officer, Elise Garofalo, will step down after serving in the role for over eight years, effective June 30, 2022, and will remain employed by the Company |
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| May 31, 2022 |
OB / Outbrain Inc. / Bertelsmann SE & Co. KGaA - FORM SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No.)* Under the Securities Exchange Act of 1934 Outbrain Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 69002R103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40643 Outbrain I |
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| May 16, 2022 |
OUTBRAIN INC. 2021 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE Outbrain Inc., a Delaware corporation (the ?Company?), pursuant to its 2021 Long-Term Incentive Plan, as amended from time to time (the ?Plan?), hereby grants to the holder listed below (the ?Participant?), a Full Value Award comprising an award of restricted stock units (?Restricted Stock Units? or ?RSUs?). Each |
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| May 12, 2022 |
Outbrain Announces First Quarter 2022 Results EXHIBIT 99.1 Outbrain Announces First Quarter 2022 Results NEW YORK, May 12, 2022 (GLOBE NEWSWIRE) - Outbrain Inc. (Nasdaq: OB), a leading recommendation platform for the open web, announced today financial results for the quarter ended March 31, 2022. "We met our Ex TAC gross profit guidance and exceeded our profitability guidance for the first quarter," said David Kostman, Outbrain's Co-CEO. ?We |
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| May 12, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 12, 2022 Outbrain Inc. (Exact name of registrant as specified in its charter) Delaware 001-40643 20-5391629 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| April 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def |
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| April 28, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Ru |
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| April 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 21, 2022 Outbrain Inc. |
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| March 18, 2022 |
Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN |
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| March 18, 2022 |
List of subsidiaries of the Company. Exhibit 21.1 SUBSIDIARIES ENTITY JURISDICTION OF FORMATION OR ORGANIZATION Outbrain Israel Ltd. Israel Outbrain UK Limited United Kingdom Outbrain Italy SRL Italy Outbrain Spain S.L. Spain Outbrain Germany GmbH Germany Outbrain India Private Limited India Outbrain Services Monetizacao de Conteudo LTDA Brazil Outbrain Japan KK Japan Outbrain Australia PTY Ltd Australia Outbrain New Zealand Limited |
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| March 18, 2022 |
It UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents It UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 18, 2022 |
Exhibit 4.7 Description of Capital Stock The following descriptions are summaries of the capital stock of Outbrain Inc. (?we,? ?our,? ?us? or the ?Company?) certain material terms of our Amended and Restated Certificate of Incorporation (the ?Certificate of Incorporation?) and Amended and Restated Bylaws (the ?Bylaws?). These descriptions are qualified in their entirety by reference to the Certifi |
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| March 1, 2022 |
EXHIBIT 99.1 Outbrain Announces Fourth Quarter and Full Year 2021 Results Record revenues of $290 million in Q4; FY 2021 growth of 32% to over $1 billion in revenues Ex-TAC gross profit and Adjusted EBITDA exceed high end of guidance NEW YORK, March 01, 2022 (GLOBE NEWSWIRE) - Outbrain Inc. (Nasdaq: OB), a leading recommendation platform for the open web, announced today financial results for the |
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| March 1, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 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): February 28, 2022 Outbrain Inc. (Exact name of registrant as specified in its charter) Delaware 001-40643 20-5391629 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| February 14, 2022 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned parties hereby agree that this Statement on Schedule 13G filed herewith, and any amendments thereto filed hereafter by any of the undersigned parties, relating to the shares of common stock, par value $0. |
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| February 14, 2022 |
OB / Outbrain Inc. / Viola Ventures III, L.P. - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* Outbrain Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 69002R103 (CUSIP Number) December 31, 2021 (Date of E |
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| February 14, 2022 |
OB / Outbrain Inc. / Eggers Barry - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Outbrain Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 69002R103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| February 7, 2022 |
OB / Outbrain Inc. / Gemini Israel IV Limited Partnership - SC 13G Passive Investment SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Outbrain Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 69002R103 (CUSIP Number) December 31, 2021 (D |
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| January 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 11, 2022 Outbrain Inc. |
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| November 22, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 22, 2021 Outbrain Inc. |
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| November 22, 2021 |
Exhibit 99.1 Media Contact: Matt LoDolce [email protected] Outbrain Acquires video intelligence AG, Expands Brand and Video Offering Acquisition strengthens Outbrain?s video offering for media owners and advertisers; Combines contextually matched content and in-stream video advertising for desktop, mobile and CTV NEW YORK - November 22, 2021 - Outbrain Inc. (Nasdaq: OB), a leading recommendati |
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| November 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 14, 2021 Outbrain Inc. |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40643 Outbra |
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| November 12, 2021 |
2021 Employee Stock Purchase Plan, adopted effective J OUTBRAIN INC. EMPLOYEE STOCK PURCHASE PLAN Effective as of July 18, 2021 21072021 TABLE OF CONTENTS Page SECTION 1. GENERAL 1 1.1 Purpose 1 1.2 Operation and Administration 1 SECTION 2. METHOD OF PURCHASE 1 2.1 Eligibility 1 2.2 Participation Election 2 2.3 Purchase of Stock 2 2.4 Termination of Participation 3 SECTION 3. OPERATION AND ADMINISTRATION 3 3.1 Effective Date 3 3.2 Shares Subject to Pl |
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| November 12, 2021 |
EXHIBIT 99.1 Outbrain Announces Third Quarter 2021 Results Record Revenues - increase of 34% year-over-year to $251 million Gross profit and Ex-TAC gross profit growth of 44% and 40% year-over-year, respectively Ex-TAC gross profit and Adjusted EBITDA above guidance; Raises full year outlook NEW YORK, Nov. 11, 2021 (GLOBE NEWSWIRE) - Outbrain Inc. (?Outbrain?) (Nasdaq: OB), a leading recommendatio |
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| November 12, 2021 |
Transcript of Outbrain Inc. Outbrain Third Quarter 2021 Financial Results November 11, 2021 Exhibit 99.2 Transcript of Outbrain Inc. Outbrain Third Quarter 2021 Financial Results November 11, 2021 Participants Jason Kiviat - Sr. Director, FP&A and Investor Relations, Outbrain Inc. Yaron Galai - Co-Founder, Co-Chief Executive Officer, Outbrain Inc. David Kostman - Co-Chief Executive Officer, Outbrain Inc. Elise Garofalo - Chief Financial Officer, Outbrain Inc. Analysts Shweta Khajuria - E |
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| November 12, 2021 |
2021 Long-Term Incentive Plan and forms of award agreements, adopted effective July 19, 2021. OUTBRAIN INC. 2021 LONG-TERM INCENTIVE PLAN Outbrain LTIP 20210711 TABLE OF CONTENTS Page SECTION 1 GENERAL 1 1.1. Purpose 1 1.2. Participation 1 1.3. Foreign Participants 1 1.4. Operation and Administration 1 1.5. History 1 SECTION 2 DEFINITIONS 2 SECTION 3 SHARES AND PLAN LIMITS 5 3.1. Shares of Stock and Other Amounts Subject to Plan 5 3.2. Adjustments 7 3.3. Plan Limitations 7 SECTION 4 OPTION |
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| November 12, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 11, 2021 Outbrain Inc. |
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| November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 2, 2021 Outbrain Inc. |
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| November 8, 2021 |
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this ?Agreement?), is dated as of November 2, 2021, by and among SILICON VALLEY BANK, a California corporation (?Bank?), OUTBRAIN INC. |
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| August 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40643 Outbrain In |
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| August 17, 2021 |
Outbrain Announces Second Quarter 2021 Earnings Results Record Revenue, Ex-TAC Gross profit and profitability Revenue increased 57% to $247 million Gross profit and Ex-TAC Gross profit grew 84% and 68%, respectively Strong operating leverage: Net Income of $15. |
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| August 17, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 17, 2021 Outbrain Inc. |
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| August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 9, 2021 Outbrain Inc. |
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| August 9, 2021 |
OB / Outbrain Inc. / BAUPOST GROUP LLC/MA - NONE Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Outbrain Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69002R103 (CUSIP Number) July 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i |
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| August 9, 2021 |
Exhibit 99.1 MEDIA CONTACT: Matt LoDolce [email protected] Outbrain Adds Marketing and Technology Industry Veteran Kate Taneyhill Jhaveri to Board of Directors Executive Vice President & Chief Marketing Officer of National Basketball Association Joins Company Board of Directors New York, August 9, 2021 - Outbrain Inc. (NASDAQ: OB), a leading recommendation platform for the open web, today anno |
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| August 6, 2021 |
As filed with the Securities and Exchange Commission on August 5, 2021. As filed with the Securities and Exchange Commission on August 5, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Outbrain Inc. (Exact name of registrant as specified in its charter) Delaware 20-5391629 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer |
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| July 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 27, 2021 Outbrain Inc. |
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| July 28, 2021 |
Exhibit 4.1 OUTBRAIN INC., and THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of July 27, 2021 2.95% Convertible Senior Notes due 2026 Table of Contents Page ARTICLE 1. DEFINITIONS; RULES OF CONSTRUCTION 2 Section 1.01. DEFINITIONS. 2 Section 1.02. OTHER DEFINITIONS. 13 Section 1.03. RULES OF CONSTRUCTION. 13 ARTICLE 2. THE NOTES 14 Section 2.01. FORM, DATING AND DENOMINATIONS. 14 Sect |
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| July 23, 2021 |
TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4)? ?Registration No. 333-257525? PROSPECTUS 8,000,000 Shares Common Stock This is the initial public offering of shares of common stock to be sold in the offering. Prior to this offering, there has been no public market for the common stock. The initial public offering price per share of our common stock is $20.00. We have been approved to list our |
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| July 20, 2021 |
Outbrain Inc. 222 Broadway, 19th Floor New York, NY 10038 Outbrain Inc. 222 Broadway, 19th Floor New York, NY 10038 July 20, 2021 VIA EDGAR AND OVERNIGHT DELIVERY Folake Ayoola United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Outbrain Inc. Registration Statement on Form F-1 (File No.3 33-257525) Registration Statement on Form 8-A Ladies and Gentlemen: Reference is made to the R |
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| July 20, 2021 |
Employment Agreement, dated July 19, 2021, by and between David Kostman and the Company Exhibit 10.13 OUTBRAIN INC. EXECUTIVE AGREEMENT THIS EXECUTIVE AGREEMENT (this ?Agreement?) is made and entered into as of the date signed below, by and between Outbrain Inc. (the ?Company?), and David Kostman (the ?Executive?). The Company and the Executive are sometimes hereinafter referred to individually as a ?Party? and together as ?Parties.? Unless otherwise defined in the body of this Agree |
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| July 20, 2021 |
Exhibit 4.1 outbrain CUSIP 69002R 103 SEE REVERSE FOR CERTAIN DEFINITIONS INCORPORTED UNDER THE LAWS OF DELAWARE FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE, OF Outbrain Inc. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon the surrender of this Certificate properly endorsed. This Certificate is not valid unt |
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| July 20, 2021 |
Exhibit 10.12 OUTBRAIN INC. EXECUTIVE AGREEMENT THIS EXECUTIVE AGREEMENT (this ?Agreement?) is made and entered into as of the date signed below, by and between Outbrain Inc. (the ?Company?), and Yaron Galai (the ?Executive?). The Company and the Executive are sometimes hereinafter referred to individually as a ?Party? and together as ?Parties.? Unless otherwise defined in the body of this Agreeme |
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| July 20, 2021 |
Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF OUTBRAIN INC. ARTICLE I MEETINGS OF STOCKHOLDERS Section 1. ???? Place of Meetings. All meetings of the stockholders shall be held at such place within or outside the State of Delaware as may be fixed from time to time by the Board of Directors or the chief executive officer, or if not so designated, at the registered office of the corporation or may inst |
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| July 20, 2021 |
2021 Long Term Incentive Plan. Exhibit 10.4 OUTBRAIN Inc. 2021 LONG-TERM INCENTIVE PLAN TABLE OF CONTENTS Page SECTION 1 GENERAL 1 1.1. Purpose 1 1.2. Participation 1 1.3. Foreign Participants 1 1.4. Operation and Administration 1 1.5. History 1 SECTION 2 DEFINITIONS 1 SECTION 3 SHARES AND PLAN LIMITS 4 3.1. Shares of Stock and Other Amounts Subject to Plan 4 3.2. Adjustments 6 3.3. Plan Limitations 6 SECTION 4 OPTIONS 6 4.1. G |
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| July 20, 2021 |
Exhibit 10.1 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (?Agreement?) is made as of , 20 by and between Outbrain Inc., a Delaware corporation (the ?Company?), and , [a member of the Board of Directors/ an officer] of the Company (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) believes that highly competent persons |
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| July 20, 2021 |
8-A12B 1 tm2113258d208a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Outbrain Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 20-5391629 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. |
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| July 20, 2021 |
Exhibit 3.5 TWELTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OUTBRAIN INC. a Delaware corporation The following Twelfth Amended and Restated Certificate of Incorporation of Outbrain Inc. (the ?Corporation?) (i) amends and restates the provisions of the Certificate of Incorporation of the Corporation originally filed with the Secretary of State of the State of Delaware on August 11, 2006 |
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| July 20, 2021 |
July 20, 2021 VIA EDGAR AND EMAIL Securities and Exchange Commission Division of Corporation Finance Office of Technology U. |
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| July 20, 2021 |
As filed with the Securities and Exchange Commission on July 19, 2021. As filed with the Securities and Exchange Commission on July 19, 2021. Registration No. 333-257525 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Outbrain Inc. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 7370 |
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| July 20, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 Outbrain Inc. 8,000,000 Shares Common Stock ($0.001 par value) Underwriting Agreement New York, New York July , 2021 Citigroup Global Markets Inc. Jefferies LLC As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Outbrain Inc., |
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| July 20, 2021 |
2021 Employee Stock Purchase Plan. Exhibit 10.14 OUTBRAIN INC. EMPLOYEE STOCK PURCHASE PLAN Effective as of [], 2021 TABLE OF CONTENTS Page SECTION 1. GENERAL 1 1.1. Purpose 1 1.2. Operation and Administration 1 SECTION 2. METHOD OF PURCHASE 1 2.1. Eligibility 1 2.2. Participation Election 2 2.3. Purchase of Stock 2 2.4. Termination of Participation 3 SECTION 3. OPERATION AND ADMINISTRATION 3 3.1. Effective Date 3 3.2. Shares Subje |
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| July 20, 2021 |
Exhibit 10.11 AMENDED AND RESTATED EMPLOYMENT AGREEMENT Amended and Restated Employment Agreement (the ?Agreement?), effective as of July 19, 2021 (the ?Commencement Date?), by and between Outbrain Inc., a Delaware corporation (the ?Company?), and Elise Garofalo, a natural person and resident of the State of Connecticut (?Employee?). W I T N E S S E T H : The Company and Employee are parties to a |
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| July 20, 2021 |
Exhibit 10.18 SUBLEASE AGREEMENT This SUBLEASE AGREEMENT (this ?Agreement?) is entered into as of July 14, 2021 (the ?Effective Date?), by and between DINEINFRESH, INC., d/b/a PLATED, a Delaware corporation (?Plated?), and OUTBRAIN, INC., a Delaware corporation (?Subtenant?). Plated and Subtenant are sometimes referred to herein individually as a ?party? and, collectively, as the ?parties.? RECITA |
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| July 14, 2021 |
Exhibit 3.3 ELEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OUTBRAIN INC. a Delaware corporation The following Eleventh Amended and Restated Certificate of Incorporation of Outbrain Inc. (the ?Corporation?) (i) amends and restates the provisions of the Certificate of Incorporation of the Corporation originally filed with the Secretary of State of the State of Delaware on August 11, 2 |
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| July 14, 2021 |
As filed with the Securities and Exchange Commission on July 14, 2021. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 14, 2021. |
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| July 6, 2021 |
Mayer Brown LLP 1221 Avenue of the Americas New York, NY 10020-1001 United States of America T: +1 212 506 2500 F: +1 212 262 1910 mayerbrown. |
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| July 6, 2021 |
As filed with the Securities and Exchange Commission on July 6, 2021. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 6, 2021. |
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| July 6, 2021 |
Exhibit 10.17 EXECUTION VERSION Certain identified information has been excluded from this exhibit because it is not material. THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME, THE ?SVB SUBORDINATION AGREEMENT?) DATED AS |
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| June 29, 2021 |
Exhibit 10.7 FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Fourth Amendment to Amended and Restated Loan and Security Agreement (this ?Amendment?) is entered into this 6th day of October, 2016, by and between SILICON VALLEY BANK (?Bank?) and OUTBRAIN INC., a Delaware corporation (?Borrower?) whose address is 39 West 13th Street, 3rd Floor, New York, New York 10011. Reci |
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| June 29, 2021 |
Exhibit 4.2 AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT (this ?Agreement?) made as of the 1st day of April, 2019 (the ?Effective Date?), by and among Outbrain Inc. a Delaware corporation (the ?Company?), Yaron Galai and Ori Lahav (each a ?Founder? and together, the ?Founders?), the individuals and entities identified in Schedule 1 attached |
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| June 29, 2021 |
Exhibit 10.10 FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This First Amendment to Amended and Restated Loan and Security Agreement (this ?Amendment?) is entered into this 20th day of November, 2014, by and between SILICON VALLEY BANK (?Bank?) and OUTBRAIN INC., a Delaware corporation (?Borrower?) whose address is 39 West Thirteenth Street, Third Floor, New York City, New Yo |
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| June 29, 2021 |
Exhibit 4.6 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN |
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| June 29, 2021 |
Exhibit 10.8 THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Third Amendment to Amended and Restated Loan and Security Agreement (this ?Amendment?) is entered into this 25th day of August, 2016, by and between SILICON VALLEY BANK (?Bank?) and OUTBRAIN INC., a Delaware corporation (?Borrower?) whose address is 39 West 13th Street, 3rd Floor, New York, New York 10011. Recita |
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| June 29, 2021 |
Exhibit 10.2 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this ?Agreement?) dated as of September 15, 2014 (the ?Effective Date?) between (i) SILICON VALLEY BANK, a California corporation (?Bank?), and (ii) OUTBRAIN INC., a Delaware corporation (?Borrower?), provides the terms on which Bank shall lend to Borrower and Borrower shall repay B |
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| June 29, 2021 |
Exhibit 10.5 SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Sixth Amendment to Amended and Restated Loan and Security Agreement (this ?Amendment?) is entered into this 27th day of March, 2020, by and between SILICON VALLEY BANK (?Bank?) and OUTBRAIN INC., a Delaware corporation (?Borrower?) whose address is 39 West 13th Street, 3rd Floor, New York, New York 10011. Recital |
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| June 29, 2021 |
Exhibit 4.3 AMENDED AND RESTATED STOCKHOLDERS? AGREEMENT THIS AMENDED AND RESTATED STOCKHOLDERS? AGREEMENT (this ?Agreement?) is made and entered into as of December 24th, 2020 (the ?Effective Date?) by and among Outbrain Inc. a Delaware corporation (the ?Company?); Yaron Galai and Ori Lahav (each a ?Founder? and together, the ?Founders?); the holders of shares of Common Stock and Series E Preferr |
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| June 29, 2021 |
Exhibit 10.16 SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Seventh Amendment to Amended and Restated Loan and Security Agreement (this ?Amendment?) is entered into this 21st day of June, 2021, by and between SILICON VALLEY BANK (?Bank ?) and OUTBRAIN INC., a Delaware corporation (?Borrower?) whose address is 39 West 13th Street, 3rd Floor, New York, New York 10011. Re |
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| June 29, 2021 |
Exhibit 10.3 OUTBRAIN INC. 2007 OMNIBUS SECURITIES AND INCENTIVE PLAN AMENDED AND RESTATED JANUARY 21, 2009 Table of Contents Page ARTICLE I PURPOSE 1 ARTICLE II DEFINITIONS 1 ARTICLE III EFFECTIVE DATE OF PLAN 6 ARTICLE IV ADMINISTRATION 6 Section 4.1 Composition of Committee 6 Section 4.2 Powers 6 Section 4.3 Additional Powers 7 Section 4.4 Committee Action 7 ARTICLE V STOCK SUBJECT TO PLAN AND |
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| June 29, 2021 |
Exhibit 4.5 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN |
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| June 29, 2021 |
Warrant to purchase shares of common stock issued to Ouriel Ohyaon dated January 8, 2007. Exhibit 4.8 Execution Copy NEITHER THIS WARRANT NOR ANY SECURITIES WHICH MAY BE ISSUED UPON CONVERSION OR EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?Securities Act?), OR REGISTERED OR OTHERWISE QUALIFIED UNDER ANY STATE SECURITIES LAW. NEITHER THIS WARRANT NOR ANY SUCH SECURITIES MAY BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATIO |
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| June 29, 2021 |
Bylaws of the Registrant, as currently in effect. Exhibit 3.2 BY-LAWS OF OUTBRAIN INC. ARTICLE I OFFICES SECTION 1. Principal Office. The registered office of the corporation shall be located in such place as may be provided from time to time in the Certificate of Incorporation. SECTION 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time |
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| June 29, 2021 |
Exhibit 10.9 SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Second Amendment to Amended and Restated Loan and Security Agreement (this ?Amendment?) is entered into this 27th day of January, 2016, by and between SILICON VALLEY BANK (?Bank?) and OUTBRAIN INC., a Delaware corporation (?Borrower?) whose address is 39 West 13th Street, 3rd Floor, New York, New York 10011. Rec |
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| June 29, 2021 |
Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OUTBRAIN INC. a Delaware corporation The following Amended and Restated Certificate of Incorporation of Outbrain Inc. (the ?Corporation?) (i) amends and restates the provisions of the Certificate of Incorporation of the Corporation originally filed with the Secretary of State of the State of Delaware on August 11, 2006, (ii) supersed |
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| June 29, 2021 |
Warrant to purchase shares of common stock issued to American Friends of Tmura dated July 25, 2011. Exhibit 4.7 NEITHER THIS WARRANT NOR ANY SECURITIES WHICH MAY BE ISSUED UPON CONVERSION OR EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?Securities Act?), OR REGISTERED OR OTHERWISE QUALIFIED UNDER ANY STATE SECURITIES LAW. NEITHER THIS WARRANT NOR ANY SUCH SECURITIES MAY BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UND |
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| June 29, 2021 |
Exhibit 10.6 FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Fifth Amendment to Amended and Restated Loan and Security Agreement (this ?Amendment?) is entered into this 2nd day of November, 2018, by and between SILICON VALLEY BANK (?Bank?) and OUTBRAIN INC., a Delaware corporation (?Borrower?) whose address is 39 West 13th Street, 3rd Floor, New York, New York 10011. Recit |
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| June 29, 2021 |
Warrant to purchase shares of common stock issued to Silicon Valley Bank dated November 20, 2014. Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN |
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| June 29, 2021 |
Exhibit 10.15 ?Y Center? Commercial Center Unprotected Lease Agreement Entered into as of the 17th day of January 2017 By and between Cash and Carry Food Services Ltd. Private Company No. 51-167745-2 Located at 4 Arieh Regev St., POB 8147, Netanya Tel: 03-6085777; Fax: 03-6085711 (Hereinafter, the "Lessor") Of the first part; And Outbrain Israel Ltd. Private Company No. 51-387130-1 Located at 6 Ar |
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| June 29, 2021 |
Power of attorney (included in signature page to Registration Statement). TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 29, 2021. |
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| June 29, 2021 |
List of subsidiaries of the Registrant. Exhibit 21.1 ENTITY JURISDICTION OF FORMATION OR ORGANIZATION Outbrain Israel Ltd. Israel Outbrain UK Limited United Kingdom Outbrain Italy SRL Italy Outbrain Spain S.L. Spain Outbrain Germany GmbH Germany Outbrain India Private Limited India Outbrain Services Monetizacao de Conteudo LTDA (b/b/a Outbrain Brasil) Brazil Outbrain Japan KK Japan Outbrain Australia PTY Ltd Australia Outbrain New Zeala |
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| June 17, 2021 |
TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on June 17, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. |
