Vertex, Inc. — Capital/Financing Update 2024

Aug 8, 2024

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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 6, 2024

VERTEX, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39413	23-2081753
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2301 Renaissance Blvd. King of Prussia , Pennsylvania 19406

(Address of principal executive offices) (Zip Code)

( 800 ) 355-3500

(Registrant’s telephone number, include 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:

¨ 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 CFR 240.14d-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 |
| --- | --- | --- |
| Class A Common Stock, $0.001 par value per share | VERX | The Nasdaq Stock Market LLC |

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. ¨

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Item 3.02 Unregistered Sales of Equity Securities.

On August 6, 2024, Vertex, Inc. (the “Company”) entered into an agreement (the “Purchase Agreement”) by and among Christoph Ebm, Philipp Liegl, Marco Zapletal, Christian Huemer, Red-Stars.com Data AG, EPG European Property Group SE, Select Securities Europe S.à r.l (each, a “Seller”, and collectively, the “Sellers”) and the Company, pursuant to which, at the Closing, the Company shall purchase from the Sellers, and the Sellers shall sell to the Company, the entire share interest in ecosio GmbH, and as partial consideration for the purchase, the Company shall issue 945,435 shares of Class A Common Stock of the Company to the Sellers, subject to the achievement of the milestones and the other terms and conditions contained in the Purchase Agreement (the “Earn-Out Shares”).

The Earn-Out Shares will be issued in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) as a transaction not involving any public offering.

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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.

VERTEX, INC. — By:	/s/ Bryan Rowland
Name:	Bryan Rowland
Title:	General Counsel and Secretary

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