nCino Inc.
09/16/2024 | Press release | Distributed by Public on 09/16/2024 14:10
Material Event Form 8 K
Item 8.01 Other Events.
nCino, Inc. (the "Company") is filing this Form 8-K to disclose that the dismissal of certain previously disclosed litigation has now been affirmed on appeal.
On September 26, 2022, a purported stockholder of the Company filed a complaint in the Delaware Court of Chancery in connection with the series of mergers in which the Company became the parent of nCino OpCo and SimpleNexus. The complaint, captioned City of Hialeah Employees' Retirement System, Derivatively on Behalf of Nominal Defendants nCINO, INC. (f/k/a Penny HoldCo, Inc.) and nCINO OpCo, Inc. (f/k/a nCino, Inc.) v. INSIGHT VENTURE PARTNERS, LLC, et al., C.A. No. 2022-0846-MTZ, named as defendants, Insight Ventures Partners, LLC., Insight Holdings Group, LLC., the Company's directors and certain officers, along with nCino, Inc. and nCino OpCo, Inc. as nominal defendants, and alleged that the members of the board of directors, controlling stockholders, and officers violated their fiduciary duties in the course of negotiating and approving the series of mergers.
As previously disclosed, on December 28, 2023, the Delaware Court of Chancery granted in full defendants' motions to dismiss the complaint in its entirety, and on January 25, 2024, the plaintiff filed a notice of appeal. On September 12, 2024, the Delaware Supreme Court summarily affirmed the dismissal of the complaint in its entirety.