Current Report Filing (8-k)
January 30 2018 - 4:18PM
Edgar (US Regulatory)
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):
January 29, 2018
CISION
LTD.
(Exact Name of Registrant as Specified in
Charter)
Cayman Islands
(State or Other Jurisdiction
of Incorporation)
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000-38140
(Commission
File Number)
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N/A
(IRS Employer
Identification No.)
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130 East Randolph Street, 7th Floor
Chicago, Illinois
(Address of Principal Executive Offices)
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60601
(Zip Code)
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Registrant’s telephone number, including
area code:
866-639-5087
N/A
(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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13c-4(c))
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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
x
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.
¨
Item 2.02
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Results of Operations and Financial Condition.
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On January 29, 2018, Cision Ltd. issued a press release announcing
preliminary financial results for the quarter and fiscal year ended December 31, 2017. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Form 8-K (including Exhibit
99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be
deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, except as expressly set forth by specific
reference in such a filing.
Forward-Looking Statements
This report contains "forward-looking statements"
within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. In this context,
forward-looking statements often address expected future business and financial performance and financial condition, and often
contain words such as "anticipate," "intend," "plan," "goal," "seek," "aim,"
"strive," "believe," "see," "project," "predict," "estimate," "expect,"
"continue," "strategy," "future," "likely," "may," "might," "should,"
"will," "would," "target," similar expressions, and variations or negatives of these words. Forward-looking
statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs,
expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events
and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject
to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of our
control. Accordingly, you should not place undue reliance on these statements, as actual results may vary materially. A detailed
discussion of some of the risks and uncertainties that could cause our actual results and financial condition to differ materially
from the forward-looking statements is described under the caption "Risk Factors" in our most recent quarterly report
on Form 10-Q filed on November 9, 2017, along with our other filings with the U.S. Securities and Exchange Commission. Any forward-looking
statement made by us in this report is based only on information currently available to us and speaks only as of the date of this
report. We do not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as
a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities
and other applicable laws.
Item 9.01.
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Financial Statements and Exhibits.
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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.
Dated: January 30, 2018
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CISION LTD.
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By:
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/s/ Jack Pearlstein
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Name: Jack Pearlstein
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Title: Chief Financial Officer
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