Amendment: PAR Technology Corporation filed SEC Form 8-K: Unregistered Sales of Equity Securities
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 24, 2026
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Explanatory Note
This Amendment No. 1 to Current Report on Form 8-K (this “Amendment”) is being filed by PAR Technology Corporation, a Delaware corporation (the “Company”), for the purpose of amending and supplementing Item 3.02 of that certain Current Report on Form 8-K originally filed by the Company with the U.S. Securities and Exchange Commission on January 26, 2026 (the “Original Form 8-K”). This Amendment is being filed to provide the total number of shares (the “Consideration Shares”) of the Company’s common stock, par value $0.02 (the “Common Stock”), that the Company issued pursuant to that certain Asset Purchase Agreement by and among the Company, DB Sub, LLC, a Delaware limited liability company and an indirectly wholly owned subsidiary of the Company ("DB Sub"), and Cardlytics, Inc., a Delaware corporation ("Cardlytics"), pursuant to which the Company agreed to acquire, through DB Sub, substantially all of Cardlytics' point-of-sale data analytics, loyalty marketing, and retail media network business assets offered through the Bridg platform (the "Acquisition"). The total number of Consideration Shares could not be definitively determined at the time of filing the Original Form 8-K. No other changes have been made to the Original Form 8-K.
| Item 3.02 | Unregistered Sales of Equity Securities. | ||||
The information set forth in Item 3.02 of the Original Form 8-K is hereby supplemented as follows:
On March 24, 2026, the closing of the Acquisition occurred, and the Company issued 1,810,222 Consideration Shares. The sale and issuance of the Consideration Shares was not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The Company has agreed to register the Consideration Shares for resale with the Securities and Exchange Commission.
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.
PAR TECHNOLOGY CORPORATION | ||||||||
(Registrant) | ||||||||
| Date: | March 24, 2026 | /s/ Bryan A. Menar | ||||||
Bryan A. Menar | ||||||||
Chief Financial Officer | ||||||||
(Principal Financial Officer) | ||||||||