Case 4:18-cv-07229-YGR Document 50-3 Filed 03/13/20 Page 1 of 4
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`Exhibit 2
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`Case 4:18-cv-07229-YGR Document 50-3 Filed 03/13/20 Page 2 of 4
`Case 4:18-cv-07229—YGR Document 50-3 Filed 03/13/20 Page 2 of 4
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`8-K 1 fnjnSk-O70218.htm 8-K
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`UNITED STATES
`SECURITIES AND EXCHANGE COMMISSION
`
`Washington, DC. 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): July 2, 2018
`
`FINJAN HOLDINGS, INC.
`(Exact name of registrant as specified in its charter)
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`Delaware
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`(State or other jurisdiction
`of incorporation)
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`000-33304
`
`(Commission
`File Number)
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`20-4075963
`
`(IRS Employer
`Identification No.)
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`2000 University Avenue, Suite 600, East Palo Alto, CA
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`(Address of principal executive offices)
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`94303
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`(Zip Code)
`
`Registrant’s telephone number, including area code: 650-282-3228
`
`(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:
`
`El Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
`
`El Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.14a-12)
`
`El Pre-cornmencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
`
`El Pre-cornmencement communications pursuant to Rule l3e-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 El
`
`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. El
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`Case 4:18-cv-07229-YGR Document 50-3 Filed 03/13/20 Page 3 of 4
`Case 4:18-cv-07229-YGR Document 50-3 Filed 03/13/20 Page 3 of 4
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`Item 8.01. Other Events.
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`On July 2, 2018, Finjan Holdings, Inc. (the “Company”), including its wholly-owned subsidiaries, Finjan, Inc. (“Finjan”),
`Finjan Mobile, Inc. (“Finjan Mobile”) and Finjan Blue, Inc. (“Finjan Blue” and collectively with the Company, Finjan and Finjan
`Mobile, the “Finjan Parties”), announced that the Finjan Parties and Trend Micro Incorporated (K.K.), a Japanese corporation (“Trend
`Micro Japan”) and Trend Micro, Inc., a California corporation (“Trend Micro US. and collectively with Trend Micro Japan, the “Trend
`Micro Parties”) have reached a mutually agreed Confidential Patent License Agreement (the “License Agreement”) effective as of June
`29, 2018 (“Effective Date”).
`
`The License Agreement provides that the Trend Micro Parties will obtain a license to, among others, the Finjan patents and
`pay the Finjan Parties $13.4 million in cash within five (5) business days of the Effective Date of the License Agreement. Further, upon
`acquisition by the Trend Micro Parties of certain entities, the Trend Micro Parties will pay additional license fees to the Finjan Parties,
`unless otherwise mutually agreed to by the Company and the Trend Micro Parties. Further, the License Agreement has additional
`provisions relating to certain unlicensed products of any company that acquires a Trend Micro Party, in which case additional license
`fees may apply. The parties also entered into related agreements with respect to their respective patents, including the transfer of select
`security-related patent assets from the Trend Micro Parties to the Finjan Parties. The remaining terms of the License Agreement are
`confidential.
`
`A copy of the press release issued by the Company relating to the matters discussed above is attached hereto as Exhibit 99.1
`and is incorporated herein by reference. The information in the press release shall not be deemed “filed” for purposes of Section 18 of
`the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, unless the
`Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into
`a filing under the Securities Act of 1933, as amended, or the Exchange Act.
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`Item 9.01. Financial Statements and Exhibits
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`(d) Exhibits.
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`Exhibit No.
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`Description
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`99.1
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`Agreement — Result will drive innovation through select sharing of intellectual pflpe_rty_.”
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`Case 4:18-cv-07229-YGR Document 50-3 Filed 03/13/20 Page 4 of 4
`Case 4:18-cv-07229—YGR Document 50-3 Filed 03/13/20 Page 4 of 4
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`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.
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`SIGNATURE
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`Date: July 2, 2018
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`FINJAN HOLDINGS, INC.
`
`By:
`
`/s/ Philip Hartstein
`
`Philip Hartstein
`President & Chief Executive Officer
`
`