Washington, D.C. 20549


Form 8-K



Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report: March 14, 2019

(Date of earliest event reported)


eGain Corporation

(Exact name of registrant as specified in its charter)







(State or other jurisdiction of


(Commission File Number)


(I.R.S. employer

incorporation or organization)




identification number)


1252 Borregas Avenue, Sunnyvale, California 94089

(Address of Principal Executive Offices, including zip code)


(408) 636-4500

(Registrant’s telephone number, including area code)



(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:


o                  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o                  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o                  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o                  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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 o


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.   o





Item 8.01              Other Events.


On March 14, 2019, eGain Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with the several Underwriters named in the Underwriting Agreement (the “Underwriters”) for whom Roth Capital Partners, LLC is acting as representative, relating to the public offering, issuance and sale by the Company of 2,000,000 shares of its common stock, par value $0.001 per share (“Common Stock”), at an offering price to the public of $11.00 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 300,000 shares of Common Stock. The offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-222543), that was filed with the Securities and Exchange Commission, including the related prospectus, dated February 2, 2018, as supplemented by a prospectus supplement dated March 14, 2019. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Underwriting Agreement. A copy of the legal opinion relating to the legality of the issuance and sale of Common Stock in the offering is attached hereto as Exhibit 5.1.


On March 14, 2019, the Company issued a press release announcing the pricing of the offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01              Financial Statements and Exhibits.


(d)           Exhibits.




Underwriting Agreement dated as of March 14, 2019 by and between the Company and Roth Capital Partners, LLC, as representative of the several underwriters.






Opinion of Pillsbury Winthrop Shaw Pittman LLP.






Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).






Press Release dated March 14, 2019.






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.








Date: March 14, 2019


/s/ Eric N. Smit



Eric N. Smit



Chief Financial Officer