Current Report Filing (8-k)
06 September 2019 - 8:02PM
Edgar (US Regulatory)
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): September 5, 2019
TELENAV, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-34720
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77-0521800
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4655 Great America Parkway, Suite 300
Santa Clara, California 95054
(Address of principal executive offices) (Zip code)
(408) 245-3800
(Registrants telephone number, including area code)
N/A
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $0.001 Par Value per Share
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TNAV
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The NASDAQ Global Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
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Regulation FD Disclosure.
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On September 5, 2019, following the issuance of a press release by General Motors (GM) announcing plans to introduce new in-vehicle technology to its vehicles beginning in 2021, members of Telenav, Inc.s (Telenavs or the Companys) management team conducted one-on-one telephone calls with three securities analysts and one of Telenavs largest stockholders. On these calls, management remarked as follows:
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Telenav does not expect GMs announcement to affect Telenavs internal operating forecasts for fiscal
years 2020 and 2021;
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Telenav has been gaining market share within GM while increasing revenue from GM, and Telenav expects this trend
to continue up to the model year 2022;
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Telenavs agreement provides that GM can offer Telenavs navigation solution in GM vehicles through
model year 2025; however, the contract does not provide minimum volume or purchase requirements;
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Telenav believes its differentiated product portfolio, including connected navigation, VIVID infotainment
platform, ADAS, and In-Car Commerce and Advertising, positions Telenav well for future opportunities with customers, including GM;
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Telenav does not believe that GMs plans to work with Google will result in Telenav being displaced from GM
vehicles prior to model year 2022;
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Telenav has a longstanding relationship with GM that Telenav believes has strategic value and Telenav believes
that automobile manufacturers such as GM will continue to want to work with companies like Telenav that are not in competition with them; and
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Telenav believes it can increase its current penetration rate in the overall market for navigation services.
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On September 5, 2019, the Company also issued a press release, in which the Company reaffirmed its guidance previously issued on
August 8, 2019 and provided a business update. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) is being
furnished and shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that Section, nor
shall it be deemed incorporated by reference into a 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.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to anticipated financial performance,
managements plans and objectives for future operations, business prospects, market penetration, and other matters. Any forward-looking statement made in this filing speaks only as of the date on which it is made. Telenav undertakes
no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future developments or otherwise. Forward-looking statements can be identified by various words such as
expects, intends, will, anticipates, believes, confident, continue, propose, seeks, could, may, should,
estimates, forecasts, might, goals, objectives, targets, planned, projects, and similar expressions. These forward-looking statements are
based on managements current beliefs and assumptions and on information currently available to management. Telenav cautions that these statements are subject to risks and uncertainties, many of which are outside of Telenavs control and
could cause future events or results to be materially different from those stated or implied in this document, or to not occur at all, including among others, risk factors that are described in Telenavs Annual Report on Form 10-K for the fiscal year ended June 30, 2019, and other filings with the U.S. Securities and Exchange Commission (SEC), which are available at the SECs website at www.sec.gov. Given these
uncertainties, you should not place undue reliance on these forward-looking statements.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
SIGNATURE
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.
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TELENAV, INC.
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Date: September 5, 2019
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By:
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/s/ Steve Debenham
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Name: Steve Debenham
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Title: General Counsel
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