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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 l934
MaxPoint Interactive, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 20-5530657 |
(State of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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3020 Carrington Mill Blvd., Suite 300 Morrisville, North Carolina | | 27560 |
(Address of principal executive offices) | | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class to be so registered | | Name of each exchange on which each class is to be registered |
Common Stock, par value $0.00005 per share | | The NASDAQ Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ý
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o
Securities Act registration statement file number to which this form relates: Not applicable
Securities to be registered pursuant to Section 12(g) of the Act: None
EXPLANATORY NOTE
MaxPoint Interactive, Inc. (the "Registrant") is filing this Form 8-A in connection with the transfer of the listing of its common stock, $0.00005 par value per share (the "Common Stock"), from the New York Stock Exchange to the NASDAQ Global Market of The NASDAQ Stock Market LLC.
Item 1. Description of Registrant’s Securities to be Registered.
The description of the Common Stock of the Registrant set forth under the caption “Description of Capital Stock” in the Registrant's Registration Statement on Form S-1 (File No. 333-201833) as originally filed with the Securities and Exchange Commission (the "SEC") on February 3, 2015, and as subsequently amended (the "Form S-1"), and in the prospectus filed by the Registrant with the SEC on March 6, 2015 pursuant to Rule 424(b) of the Securities Act of 1933, which prospectus constituted a part of the Form S-1, is hereby incorporated by reference in response to this item.
Item 2. Exhibits.
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| | | | Incorporated by Reference |
Exhibit Number | | Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
3.1 | | Amended and Restated Certificate of Incorporation of MaxPoint Interactive, Inc. | | 8-K | | 001-36864 | | 3.1 | | 3/12/2015 |
3.2 | | Amended and Restated Bylaws of MaxPoint Interactive, Inc. | | 8-K | | 001-36864 | | 3.2 | | 3/12/2015 |
3.3 | | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of MaxPoint Interactive, Inc. | | 8-K | | 001-36864 | | 3.1 | | 4/25/2016 |
4.1 | | Form of Registrant's common stock certificate. | | S-1/A | | 333-201833 | | 4.1 | | 2/23/2015 |
4.2 | | Amended and Restated Investors' Rights Agreement, dated December 12, 2011, by and among the Registrant and the parties thereto. | | S-1 | | 333-201833 | | 4.2 | | 2/3/2015 |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: May 2, 2016
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| MAXPOINT INTERACTIVE, INC. |
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| By: | /s/ Brad Schomber |
| | Brad Schomber |
| | Chief Financial Officer |
EXHIBIT INDEX
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| | | | Incorporated by Reference |
Exhibit Number | | Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |
3.1 | | Amended and Restated Certificate of Incorporation of MaxPoint Interactive, Inc. | | 8-K | | 001-36864 | | 3.1 | | 3/12/2015 |
3.2 | | Amended and Restated Bylaws of MaxPoint Interactive, Inc. | | 8-K | | 001-36864 | | 3.2 | | 3/12/2015 |
3.3 | | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of MaxPoint Interactive, Inc. | | 8-K | | 001-36864 | | 3.1 | | 4/25/2016 |
4.1 | | Form of Registrant's common stock certificate. | | S-1/A | | 333-201833 | | 4.1 | | 2/23/2015 |
4.2 | | Amended and Restated Investors' Rights Agreement, dated December 12, 2011, by and among the Registrant and the parties thereto. | | S-1 | | 333-201833 | | 4.2 | | 2/3/2015 |