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Share Name | Share Symbol | Market | Type |
---|---|---|---|
BTRS Holdings Inc | NASDAQ:BTRS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 9.49 | 6.00 | 9.48 | 0 | 01:00:00 |
Delaware | | | 7371 | | | 83-3780685 |
(State or Other Jurisdiction of Incorporation or Organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
Large accelerated filer | | | ☒ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ |
| | | | Emerging Growth Company | | | ☐ |
• | the issuance by the Company of up to an aggregate of up to 12,500,000 shares of our Class 1 common stock, $0.0001 par value per share (“Common Stock”), issuable upon the exercise of 12,500,000 warrants (the “Warrants”) originally issued in the initial public offering of SMMC by the holders thereof; and |
• | the resale from time to time by the selling securityholders named therein (the “Selling Securityholders”) of up to 116,237,007 shares of Common Stock, including (i) up to 9,259,666 shares of Common Stock issuable as earnout shares (shares of Common Stock or Class 2 Common Stock, par value $0.0001 per share (“Class 2 Common Stock”), that may be issued to Legacy Billtrust Stockholders if certain share prices of Common Stock are achieved and other conditions are satisfied) and (ii) up to 6,537,735 shares of Common Stock that are convertible from Class 2 Common Stock. |
• | our Current Reports on Form 8-K filed with the SEC on February 16, 2022, April 25, 2022, and May 17, 2022; |
• | our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 9, 2022 (our “Annual Report on Form 10-K”); |
• | our definitive proxy statement on Schedule 14A for the 2022 Annual Meeting of Stockholders filed with the SEC on April 22, 2022; |
• | our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 filed with the SEC on May 10, 2022; and |
• | The description of the Common Stock contained in Exhibit 4.6 to our Annual Report on Form 10-K, including any amendment or report filed for the purpose of updating such description. |
• | our financial and business performance, including the financial projections, forecasts, business metrics, and any underlying assumptions thereunder; |
• | changes in our strategy, future operations, financial position, estimated revenues or losses, projected costs, prospects, and plans; |
• | the capabilities and benefits to our customers of our technology platforms; |
• | the advantages and expected growth of the Business Payments Network; |
• | our ability to digitally transform the accounts receivable industry; |
• | our ability to scale in a cost-effective manner; |
• | developments and projections relating to our competitors and industry; |
• | the impact of health epidemics, including the COVID-19 pandemic, on our business and the actions we may take in response thereto; |
• | geopolitical conditions, including the direct or indirect consequences of acts of war, terrorism, or social unrest; |
• | the timing, outcome, and results of integrating our operations with newly acquired companies; |
• | any disruption of management time from ongoing business operations due to recent acquisitions; |
• | our future capital requirements and sources and uses of cash; |
• | our ability to obtain funding for our operations; |
• | our business, expansion plans and opportunities; |
• | our growth strategy for expanding our operations both within and outside the United States; |
• | our ability to acquire or invest in businesses, products, or technologies that may complement or expand our products or platforms, enhance our technical capabilities, or otherwise offer growth opportunities; and |
• | the outcome of any known and unknown litigation and regulatory proceedings. |
• | the ability to maintain the listing of our Common Stock on Nasdaq; |
• | changes in applicable laws or regulations; |
• | the effect of the COVID-19 pandemic on our business; |
• | our ability to execute our business model; |
• | our ability to attract and retain customers and expand customers’ use of our products and services; |
• | risks relating to the uncertainty of our projected financial and operating information; |
• | our ability to raise capital; |
• | the possibility that we may be adversely affected by other economic, business and/or competitive factors; |
• | the direct or indirect consequences of acts of war, terrorism, or social unrest; |
• | any disruption of management time from ongoing business operations due to recent acquisitions; and |
• | other factors incorporated by reference herein, including those risks factors described in the section entitled “Risk Factors” under Part I, Item 1A of our Annual Report on Form 10-K. |
| | Shares of Common Stock Beneficially Owned Prior to Offering(1) | | | Number of Shares of Common Stock Being Offered | | | Shares of Common Stock Beneficially Owned After the Offered Shares of Common Stock are Sold(1) | ||||
Name | | | Number | | | Percent+ | ||||||
AD I Limited(2) | | | 146,933 | | | 146,933 | | | — | | | — |
American Funds Insurance Series - Global Small Capitalization Fund(3) | | | 1,140,000 | | | 1,140,000 | | | — | | | — |
Entities affiliated with Bain Capital Venture Investors, LLC(4) | | | 28,367,064 | | | 31,518,953 | | | — | | | — |
Charles B. Bernicker | | | 384,522 | | | 374,522 | | | — | | | — |
Douglas Pauls | | | 25,000 | | | 25,000 | | | — | | | — |
Flint A. Lane(5) | | | 26,497,619 | | | 25,308,609 | | | 818,912 | | | * |
Entities affiliated with Franklin Advisors, Inc.(6) | | | 6,750,000 | | | 6,750,000 | | | — | | | — |
Entities affiliated with Fidelity Investments(7) | | | 4,520,000 | | | 4,520,000 | | | — | | | — |
Holly Flanagan | | | 5,000 | | | 5,000 | | | — | | | — |
Mark Shifke(8) | | | 1,087,116 | | | 179,546 | | | 707,135 | | | * |
Netherton Investments Limited(9) | | | 4,051,154 | | | 4,051,154 | | | — | | | — |
Nicholas Dermatas | | | 200,000 | | | 200,000 | | | — | | | — |
Riverwood Capital(10) | | | 14,245,740 | | | 16,720,275 | | | — | | | — |
Robert Metzger | | | 25,000 | | | 25,000 | | | — | | | — |
Schonfeld Strategic 460 Fund LLC | | | 1,000,000 | | | 1,000,000 | | | — | | | — |
Scott O’Callaghan | | | 15,000 | | | 15,000 | | | — | | | — |
SMALLCAP World Fund, Inc.(11) | | | 4,340,000 | | | 4,340,000 | | | — | | | — |
Special Situations Investing Group II, LLC(12) | | | 4,109,559 | | | 4,109,559 | | | — | | | — |
Steven Pinado(13) | | | 2,007,789 | | | 191,172 | | | 1,355,919 | | | * |
Entities affiliated with TimesSquare Capital Management, LLC(14) | | | 1,000,000 | | | 1,000,000 | | | — | | | — |
W Capital Partners(15) | | | 8,625,685 | | | 9,567,147 | | | — | | | — |
Entities affiliated with Wellington Management(16) | | | 107,391 | | | 107,391 | | | — | | | — |
* | Less than 1%. |
+ | Percentages based on shares of Common Stock outstanding after conversion of Special Situations Investing Group II, LLC's shares from Class 2 Common Stock to Common Stock upon its sale and transfer in the offering. |
(1) | This table is based upon information supplied by the selling securityholders, which information may not be accurate as of the date hereof. We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the selling securityholders named in the table above have sole voting and investment power |
(2) | Andrew Dodd may be deemed to have power to vote or dispose of the registrable securities owned by AD I Limited. The business address for AD I Limited is Ground Floor, Harbour Reach, La Rue de Carteret, St Helier, Jersey, JE2 4HR, Channel Islands. |
(3) | Michael Beckwith, Bradford F. Freer, Harold H. La, Aidan O’Connell and Gregory W. Wendt, as portfolio managers, may be deemed to have power to vote or dispose of the registrable securities. |
(4) | This information is based solely on a Schedule 13D/A filed with the SEC on July 8, 2021. Consists of (i) 25,706,922 shares of Common Stock held by Bain Capital Venture Fund 2012, L.P. (“Venture Fund 2012”), (ii) 2,510,636 shares of Common Stock held by BCIP Venture Associates (“BCIP VA”) and (iii) 149,506 shares of Common Stock held by BCIP Venture Associates-b (“BCIP VA-B” and, together with Bain Capital Venture Fund 2012, L.P. and BCIP Venture Associates, the “Bain Capital Venture Entities”). Bain Capital Venture Investors, LLC (“BCVI”), the Executive Committee of which consists of Enrique Salem and Ajay Agarwal, is the ultimate general partner of Venture Fund 2012 and governs the investment strategy and decision-making processes with respect to investments held by BCIP VA and BCIP VA-B. By virtue of the relationships described in this footnote, each of BCVI, Mr. Salem and Mr. Agarwal may be deemed to share voting and dispositive power over the shares held by the Bain Capital Venture Entities. The business address of the Bain Capital Venture Entities is 200 Clarendon Street, Boston MA 02116. |
(5) | Consists of (i) 17,894,947 shares of Common Stock, (ii) 7,839,466 shares of Common Stock held by Flint Lane Grantor Retained Annuity Trust and (iii) 763,206 shares of Common Stock issuable pursuant to options, as of March 31, 2022. |
(6) | Consists of (i) 2,000,000 shares of Common Stock held by Franklin Strategic Series - Franklin Small Cap Growth Fund, (ii) 1,118,700 shares of Common Stock held by Franklin Strategic Series - Franklin Small-Mid Cap Growth Fund, (iii) 3,500,000 shares of Common Stock held by Franklin Templeton Investment Funds - Franklin Technology Fund and (iv) 131,300 shares of Common Stock held by Franklin Templeton Variable Insurance Products Trust - Franklin Small-Mid Cap Growth VIP Fund. Each of the above accounts is managed by Franklin Advisers, Inc. (“FAV”). FAV has three affiliated FINRA members, Franklin/Templeton Distributors, Inc., Templeton/Franklin Investment Services, Inc. and Franklin Templeton Financial Services Corp. All three entities are wholly-owned subsidiaries of Franklin Resources, Inc. (“FRI”), the parent of FAV, and only distribute funds for FRI and its subsidiaries. |
(7) | Consists of (i) 734,153 shares of Common Stock held by Fidelity Securities Fund: Fidelity Blue Chip Growth Fund, (ii) 22,631 shares of Common Stock held by Fidelity Blue Chip Growth Commingled Pool, (iii) 1,327 shares of Common Stock held by Fidelity Securities Fund: Fidelity Flex Large Cap Growth Fund, (iv) 80,137 shares of Common Stock held by Fidelity Securities Fund: Fidelity Blue Chip Growth K6 Fund, (v) 2,248 shares of Common Stock held by Fidelity Blue Chip Growth Institutional Trust, (vi) 95,048 shares of Common Stock held by Fidelity Securities Fund: Fidelity Series Blue Chip Growth Fund, (vii) 64,455 shares of Common Stock held by FIAM Target Date Blue Chip Growth Commingled Pool, (viii) 1,599,340 shares of Common Stock held by Fidelity Advisor Series I: Fidelity Advisor Growth Opportunities Fund, (ix) 242,599 shares of Common Stock held by Variable Insurance Products Fund III: Growth Opportunities Portfolio, (x) 65,083 shares of Common Stock held by Fidelity Advisor Series I: Fidelity Advisor Series Growth Opportunities Fund, (xi) 14,295 shares of Common Stock held by Fidelity U.S. Growth Opportunities Investment Trust, (xii) 78,683 shares of Common Stock held by Fidelity NorthStar Fund, (xiii) 132,061 shares of Common Stock held by Fidelity Mt. Vernon Street Trust: Fidelity Series Growth Company Fund, (xiv) 648,723 shares of Common Stock held by Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund, (xv) 632,785 shares of Common Stock held by Fidelity Growth Company Commingled Pool, (xvi) 86,432 shares of Common Stock held by Fidelity Mt. Vernon Street Trust: Fidelity Growth Company K6 Fund and (xvii) 20,000 shares of Common Stock held by Fidelity Select Portfolios: Select Consumer Finance Portfolio. Each of the above accounts is managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company, LLC, a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company, LLC carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The principal business address of FMR LLC is 245 Summer Street, V13H, Boston, MA 02110. |
(8) | Consists of (i) 84,903 shares of Common Stock and (ii) 1,002,213 shares of Common Stock issuable pursuant to options, as of March 31, 2022. |
(9) | Michael Platt may be deemed to have power to vote or dispose of the registrable securities owned by Netherton Investments Limited. The business address for Netherton Investments Limited is Ground Floor, Harbour Reach, La Rue de Carteret, St Helier, Jersey, JE2 4HR, Channel Islands. |
(10) | This information is based solely on a Schedule 13G/A filed with the SEC on February 14, 2022.Consists of (i) 2,954,508 shares of Common Stock held by Riverwood Capital Partners II (Parallel-B) L.P. and (ii) 11,291,232 shares of Common Stock held by Riverwood Capital Partners II L.P. (together with Riverwood Capital Partners II (Parallel-B) L.P., “Riverwood Capital”). Riverwood Capital II L.P. is the general partner of Riverwood Capital. The general partner of Riverwood Capital II L.P. is Riverwood Capital GP II Ltd. Riverwood Capital II L.P. and Riverwood Capital GP II Ltd. may be deemed to have shared voting and dispositive power over, and be deemed to be indirect beneficial owners of, shares directly held by Riverwood Capital. All investment decisions with respect to the shares held by Riverwood Capital are made by a majority vote of a five-member investment committee, comprised of Francisco Alvarez-Demalde, Jeffrey Parks, Thomas Smach, Christopher Varelas, and Harish Belur. All voting decisions over the shares held by Riverwood Capital are made by a majority vote of Riverwood Capital GP II Ltd.’s eleven shareholders. No single natural person controls investment or voting decisions with respect to the shares held by Riverwood Capital. The business address of Riverwood Capital is 70 Willow Road, Suite 100 Menlo Park CA 94025-3652. |
(11) | Brady L. Enright, Julian N. Abdey, Jonathan Knowles, Gregory W. Wendt, Peter Eliot, Bradford F. Freer, Leo Hee, Roz Hongsaranagon, Harold H. La, Dimitrije Mitrinovic, Aidan O’Connell, Samir Parekh, Andraz Razen, Renaud H. Samyn, Dylan Yolles, Michael Beckwith and Arun Swaminathan, as portfolio managers, may be deemed to have voting and dispositive power with respect to the registrable securities owned by SMALLCAP World Fund, Inc. |
(12) | Consists of (i) 3,395,989 shares issuable upon conversion from 3,395,989 shares of Class 2 Common Stock and (ii) 713,570 shares issued as earnout shares held by Special Situations Investing Group II, LLC. The shares are held of record by Special Situations Investing Group II, LLC, which is an affiliate of Goldman Sachs & Co. LLC, a New York limited liability company and a broker-dealer. Goldman Sachs & Co. LLC is a member of the New York Stock Exchange and other national exchanges. Goldman Sachs & Co. LLC is a direct and indirect wholly-owned subsidiary of The Goldman Sachs Group, Inc., or GS Group. GS Group is a public entity and its common stock is publicly traded on the New York Stock Exchange. The shares of common stock held by Special Situations Investing Group II, LLC were acquired in the ordinary course of its investment business and not for the purpose of resale or distribution. GS Group may be deemed to beneficially own the securities held by Special Situations Investing Group II, LLC. GS Group disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. The mailing address for Special Situations Investing Group II, LLC is 200 West Street, New York, New York 10282. |
(13) | Consists of (i) 104,951 shares of Common Stock and (ii) 1,902,838 shares of Common Stock issuable pursuant to options, as of March 31, 2022. |
(14) | Consists of (i) 18,000 shares of Common Stock held by American Legacy Fund, (ii) 215,000 shares of Common Stock held by AMG TimesSquare Small Cap Growth Fund, (iii) 163,000 shares of Common Stock held by Cox Enterprises Inc. Master Trust, (iv) 27,000 shares of Common Stock held by Hallmark Cards Incorporated Master Trust (Small Cap), (v) 125,000 shares of Common Stock held by Savings Banks Employees Retirement Association, (vi) 8,000 Shares of Common Stock held by SUPERVALU INC. Retirement Plan, (vii) 18,000 shares of Common Stock held by The Kemper Ethel Marley Foundation, (viii) 425,000 shares of Common Stock held by TimesSquare Small Cap Growth Fund CIT and (ix) 1,000 shares of Common Stock held by Trudy Trust. TimesSquare Capital Management, LLC is the investment manager for each of the above referenced registered holders of the shares to be registered. The address for TimesSquare Capital Management, LLC is 7 Times Square, 42nd Floor, New York, NY 10036. |
(15) | Consists of (i) 12,107 shares of Common Stock and 1,322 shares issued as earnout shares held by W Capital Greenwich LLC, (ii) 2,443,400 shares of Common Stock and 266,688 shares issued as earnout shares held by W Capital Partners III, L.P. and (iii) 6,170,178 shares of Common Stock and 673,452 shares issued as earnout shares held by WCP Holdings IV, L.P. (together with W Capital Greenwich LLC and W Capital Partners III L.P., “W Capital Partners”) at the Closing. Stephen Wertheimer is the sole general partner and managing member of W Capital Greenwich, LLC, and may be deemed to beneficially own and vote for the shares of Common Stock held directly by W Capital Greenwich, LLC. WCP GP III, LLC is the sole general partner of WCP GP III, L.P., which is the sole general partner of W Capital Partners III, L.P., and may be deemed to beneficially own and vote for the shares of Common Stock held directly by W Capital Partners III, L.P. Robert Migliorino, David Wachter and Stephen Wertheimer are the Managing Members of WCP GP III, LLC. WCP GP IV, LLC is the sole general partner of WCP GP IV, L.P., which is the sole general partner of WCP Holdings IV, L.P., and may be deemed to beneficially own and vote for the shares of Common Stock held directly by WCP Holdings IV, L.P. David Wachter, Blake Heston, Katherine Stitch, Alison Killilea and Todd Miller are the Managing Members of WCP GP IV, LLC. The business address of W Capital Partners is One East 52nd Street, 5th Floor New York NY 10022. |
(16) | Consists of (i) 72,569 shares held by Bay Pond Partners, L.P., (ii) 10,675 shares held by Bay Pond Investors (Bermuda) L.P. and (iii) 24,147 shares held by Ithan Creek Master Investors (Cayman) L.P. Wellington Management Company LLP (“Wellington Management”) is the investment adviser of Bay Pond Partners, L.P., Bay Pond Investors (Bermuda) L.P. and Ithan Creek Master Investors (Cayman) L.P. (the “Wellington Clients”). Wellington Management is an investment adviser registered under the Investment Advisers Act of 1940. Under Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder, Wellington Management shares beneficial ownership over the shares held by the Wellington Clients; however, Wellington Management is a legal entity and not a natural person. The business address of the Wellington Clients is c/o Wellington Management Company, Attn: Valerie Tipping, 280 Congress St, Boston, MA 02210. |
• | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; |
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | in underwriter transactions; |
• | block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction or any other national securities exchange on which our securities are listed or traded; |
• | an over-the-counter distribution in accordance with the rules of the Nasdaq; |
• | through trading plans entered into by a Selling Securityholder pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans; |
• | to or through underwriters or broker-dealers; |
• | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
• | in privately negotiated transactions; |
• | through the writing or settlement of options (including put or call options), whether through an options exchange or otherwise; |
• | through the distribution of the securities by any Selling Securityholder to its partners, members or stockholders; |
• | in short sales entered into after the effective date of the registration statement of which this prospectus is a part; |
• | by pledge to secured debts and other obligations; |
• | through a combination of any of the above methods of sale; or |
• | any other method permitted pursuant to applicable law. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized in the United States or under the laws of the United States or of any state thereof or the District of Columbia; |
• | an estate, the income of which is subject to U.S. federal income tax regardless of its source; or |
• | a trust if (a) a U.S. court can exercise primary supervision over the trust's administration and one or more U.S. persons have the authority to control all of the trust's substantial decisions or (b) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person. |
• | the gain is effectively connected with the conduct of a trade or business by the non-U.S. Holder within the United States (and, if an applicable tax treaty so requires, is attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. Holder); |
• | the non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or |
• | we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the non-U.S. Holder held our Common Stock and, in the case where shares of our Common Stock are regularly traded on an established securities market, the non-U.S. Holder has owned, directly or constructively, more than 5% of our Common Stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. Holder’s holding period for the shares of our Common Stock. There can be no assurance that our Common Stock will continue to be treated as regularly traded on an established securities market for this purpose. |
Item 14. | Other Expenses of Issuance and Distribution |
| | Amount | |
SEC registration fee | | | $219,527 |
FINRA filing fee | | | 225,000 |
Legal fees and expenses | | | 300,000 |
Accounting fees and expenses | | | 110,000 |
Miscellaneous fees and expenses | | | 25,000 |
Total | | | $879,527* |
* | The SEC registration fee and certain other fees were previously paid in connection with the filing of the registration statement on Form S-1 (File No. 333-252698) with the SEC, to which this registration statement is Post-Effective Amendment No. 1. |
Item 15. | Indemnification of Directors and Officers |
Item 16. | Exhibits |
Exhibit No. | | | Description |
2.1+ | | | Business Combination Agreement, dated as of October 18, 2020, by and among South Mountain Merger Corp., BT Merger Sub I, Inc., BT Merger Sub II, LLC and Factor Systems, Inc. (d/b/a Billtrust) (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on January 14, 2021). |
| | ||
2.2+ | | | Amendment to Business Combination Agreement, dated as of December 13, 2020, by and among South Mountain Merger Corp., BT Merger Sub I, Inc., BT Merger Sub II, LLC and Factor Systems, Inc. (d/b/a Billtrust) (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by the Company on January 14, 2021). |
Exhibit No. | | | Description |
| | Second Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 filed on BTRS Holdings Inc.’s Current Report on Form 8-K, filed by the Registrant on January 14, 2021). | |
| | ||
| | Amended and Restated By-Laws of the Company, dated January 12, 2021 (incorporated by reference to Exhibit 3.2 filed on BTRS Holdings Inc.’s Current Report on Form 8-K, filed by the Registrant on January 14, 2021). | |
| | ||
| | Form of Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.1 filed on BTRS Holdings Inc.’s Current Report on Form 8-K, filed by the Registrant on January 14, 2021). | |
| | ||
| | Amended and Restated Registration Rights Agreement, dated October 18, 2020, by and among the Company and certain stockholders of the Company (incorporated by reference to Exhibit 4.4 filed on BTRS Holdings Inc.’s Current Report on Form 8-K, filed by the Registrant on January 14, 2021). | |
| | ||
| | Opinion of Cooley LLP (incorporated by reference to Exhibit 5.1 filed on BTRS Holdings Inc.’s Registration Statement on Form S-1, filed by the Registrant on February 3, 2021). | |
| | ||
| | Consent of BDO USA, LLP, An Independent Registered Public Accounting Firm. | |
| | ||
| | Consent of Cooley LLP (included in Exhibit 5.1). | |
| | ||
| | Power of Attorney (included on signature page of the Registration Statement). |
+ | The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
* | Filed herewith. |
Item 17. | Undertakings |
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(A) | each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(B) | each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering being made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(5) | That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(6) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(7) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the undersigned pursuant to the foregoing provisions, or otherwise, the undersigned has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the undersigned of expenses incurred or paid by a director, officer or controlling person of the undersigned in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the undersigned will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
| | BTRS HOLDINGS INC. | ||||
| | | | |||
| | By: | | | /s/ Flint A. Lane | |
| | Name: | | | Flint A. Lane | |
| | Title: | | | Chief Executive Officer and Chairman of the Board of Directors |
Signature | | | Title | | | Date |
| | | | |||
| | | | |||
/s/ Flint A. Lane | | | Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) | | | May 18, 2022 |
Flint A. Lane | | |||||
| | | | |||
/s/ Mark Shifke | | | Chief Financial Officer (Principal Financial Officer) | | | May 18, 2022 |
Mark Shifke | | |||||
| | | | |||
/s/ Andrew Herning | | | Senior Vice President, Finance (Principal Accounting Officer) | | | May 18, 2022 |
Andrew Herning | | |||||
| | | | |||
* | | | Director | | | May 18, 2022 |
Robert Farrell | | |||||
| | | | |||
* | | | Director | | | May 18, 2022 |
Matt Harris | | |||||
| | | | |||
* | | | Director | | | May 18, 2022 |
Clare Hart | | |||||
| | | | |||
* | | | Director | | | May 18, 2022 |
Lawrence Irving | | |||||
| | | | |||
* | | | Director | | | May 18, 2022 |
John Murray | | |||||
| | | | |||
* | | | Director | | | May 18, 2022 |
Juli Spottiswood | | |||||
| | | |
*By: | | | /s/ Flint A. Lane | | | |
| | Flint A. Lane Attorney-in-fact | | |
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