UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 205490
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)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(650 ) 352-3738
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On April 13, 2022, Backblaze, Inc. (the “Company”) issued a press release announcing the conversion of certain shares of the Company's Class B Common Stock into shares of the Company's Class A Common Stock by the Company's founders and the prior adoption of automatic trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This information is intended to be furnished under Item 7.01 and Item 9.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||||||||||||||||||||
| 99.1 | |||||||||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | April 13, 2022 | Backblaze, Inc. | |||||||||
| By: | /s/ Frank Patchel | ||||||||||
| Frank Patchel, Chief Financial Officer | |||||||||||
Backblaze Founders Announce Limited Conversion of Class B Shares and Adoption of 10b5-1 Trading Plans
SAN MATEO—April 13, 2022, Backblaze, Inc. (Nasdaq: BLZE), a leading independent storage cloud platform, announced today that the company’s founders have converted a limited portion of their Class B shares of Backblaze stock to Class A shares. This action was taken in association with non-discretionary, automatic stock trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934 that were previously adopted in late February 2022 during the company’s open trading window.
“In the continuing spirit of transparency that is integral to Backblaze, we, the founders of Backblaze, are notifying investors well in advance of our potential stock sales,” said CEO Gleb Budman. “Speaking on behalf of myself and the other co-founders, we want investors to know that:
1) The sales associated with these plans represent only a small portion of our holdings and after these sales are completed, we will retain approximately 80% of our shares and remain significant stockholders of the company.
2) We continue to have a positive long-term outlook for the company, and these planned sales are intended only to diversify our personal portfolios after approximately 15 years without any other significant opportunity for monetization.
3) The 10b5-1 trading plans were designed to minimize price impact through low volume, daily sales.”
A blog post with additional details regarding the planned sales by the founders under automatic 10b5-1 trading plans will also be available on our company website.
The conversion of these shares and the subsequent sale transactions under the plan will be disclosed publicly through Form 4 filings with the Securities and Exchange Commission (SEC). The founders are converting the portion of their shares necessary to cover planned future sales under the 10b5-1 plans, and these shares remain subject to IPO lock-up agreements as described in the company’s SEC filings, including its recently filed Annual Report on Form 10-K for the year ended December 31, 2021. Sales of 2,000 shares of Class A common stock each trading day under these automatic 10b5-1 trading plans by each founder are scheduled to begin upon the release of the IPO lock-up provisions on May 10, 2022 or such earlier date if the lock-up early release conditions are satisfied, subject to applicable securities laws. The founders converting their shares include Gleb Budman, CEO and Chairperson of the Board; Brian Wilson, Chief Technology Officer and Director; Tim Nufire, Chief Cloud Officer and Director; Casey Jones, VP Design; and Kwok Hang Ng, Web Architect.
Investors may access company filings at https://ir.backblaze.com or in the EDGAR filings database on the SEC website, sec.gov.
About Backblaze
Backblaze makes it astonishingly easy to store, use, and protect data. The Backblaze Storage Cloud provides a foundation for businesses, developers, IT professionals, and individuals to build applications, host content, manage media, backup and archive data, and more. With nearly two exabytes of data storage under management, the company currently works with approximately 500,000 customers in over 175 countries. Founded in 2007, the company is based in San Mateo, CA. For more information, please go to www.backblaze.com.
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Investors Contact
James Kisner,
Vice President of Investor Relations
ir@backblaze.com
Press Contact
Patrick Thomas
Head of Publishing
press@backblaze.com
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