Item 8.01 Other Events. On March 5, 2025, Dropbox, Inc. (the “Company”) filed (i) a certificate of conversion with the Secretary of State of the State of Delaware and (ii) articles of conversion with the Secretary of State of the State of Nevada, pursuant to which the reincorporation of the Company from the State of Delaware to the State of Nevada (the “Reincorporation”) became effective on March…
Filed Mar 10, 2025Accepted Mar 10, 2025, 6:05 AM EDTCIK 1467623Accession 0001104659-25-021908
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Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
On March 5,
2025, Dropbox, Inc. (the “Company”) filed (i) a certificate of conversion with the Secretary of State of the State
of Delaware and (ii) articles of conversion with the Secretary of State of the State of Nevada, pursuant to which the reincorporation
of the Company from the State of Delaware to the State of Nevada (the “Reincorporation”) became effective on March 5,
2025, at 5:00 p.m. Pacific Time (the “Effective Time”). At the Effective Time:
the Company’s state of incorporation changed from the State of Delaware to the State of Nevada; and
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the affairs of the Company ceased to be governed by the laws of the State of Delaware and the Company’s existing amended and restated certificate of incorporation and amended and restated bylaws, and instead became governed by the laws of the State of Nevada and the articles of incorporation filed with the Secretary of State of the State of Nevada (the “Nevada Charter”) and the bylaws approved by the Company’s board of directors (the “Nevada Bylaws”).
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The Reincorporation
did not result in any change in the business, jobs, management, properties, location of any of the Company’s offices or facilities,
number of employees, obligations, assets, liabilities, or net worth (other than as a result of the costs related to the Reincorporation).
The Reincorporation did not materially affect any of the Company’s material contracts with any third parties, and the Company’s
rights and obligations under those material contractual arrangements continue to be the rights and obligations of the Company after the
Reincorporation.
At the
Effective Time, each outstanding share of Class A Common Stock, par value $0.00001 per share, of the Delaware corporation (the “Delaware
Corporation Class A Common Stock”) automatically converted into one outstanding share of Class A common stock, par value
$0.00001 per share, of the Nevada corporation (the “Nevada Corporation Class A Common Stock”), and each outstanding share
of Class B Common Stock of the Delaware corporation, par value $0.00001 per share (the “Delaware Corporation Class B Common
Stock”), automatically converted into one outstanding share of Class B common stock, par value $0.00001 per share, of the Nevada
corporation (the “Nevada Corporation Class B Common Stock”). Stockholders do not have to exchange their existing stock
certificates for new stock certificates. At the Effective Time, each outstanding restricted stock unit, option, or right to acquire shares
of Delaware Corporation Class A Common Stock or Delaware Corporation Class B Common Stock automatically became a restricted
stock unit, option, or right to acquire an equal number of shares of Nevada Corporation Class A Common Stock or Nevada Corporation
Class B Common Stock, as applicable, under the same terms and conditions. The Nevada Corporation Class A Common Stock continues
to be traded on the Nasdaq Global Select Market under the symbol “DBX.”
Certain
rights of the Company’s stockholders were changed as a result of the Reincorporation. A more detailed description of the Plan of
Conversion, Nevada Charter, Nevada Bylaws, and the effects of the Reincorporation is set forth in the Information Statement filed by the
Company with the Securities and Exchange Commission on February 10, 2025. In addition, certain ministerial changes were made to the
indentures for the Company’s 0% Convertible Senior Notes due 2026 (the “2026 Notes”) and outstanding 0% Convertible
Senior Notes due 2028 (the “2028 Notes”). Copies of the Plan of Conversion, Nevada Charter, and Nevada Bylaws as well as copies
of the supplemental indentures for the 2026 Notes and the 2028 Notes are filed as Exhibits 2.1, 3.1, and 3.2, 4.1 and 4.2, respectively,
to this Current Report on Form 8-K and are incorporated herein by reference.
Filed exhibits (2)
EX-4.1 (by filename) tm258574d1_ex4-1.htm
EX-4.1
5
tm258574d1_ex4-1.htm
EXHIBIT 4.1
Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”) dated as of March 3, 2025, between DROPBOX, INC., a Delaware corporation (the “Company”),
and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), a national banking association,
as trustee (the “Trustee”).
RECITALS OF THE COMPANY
WHEREAS, the Company and the Trustee are parties
to that certain Indenture, dated as of February 26, 2021 (the “Indenture”), pursuant to which the Company issued
its 0% Convertible Senior Notes due 2026 (the “Notes”);
WHEREAS, on or around March 5, 2025, the
Company expects to convert from a corporation organized under the laws of the State of Delaware into a corporation organized under the
laws of the State of Nevada (the “Nevada Corporation” and such transaction, the “Reincorporation”);
WHEREAS, pursuant to the Reincorporation, each
share of Common Stock (as defined in the Indenture) of the Company will convert into one share of Class A common stock, par value
$0.00001 per share, of the Nevada Corporation (the “Nevada Corporation Common Stock”);
W…
EX-4.2
6
tm258574d1_ex4-2.htm
EXHIBIT 4.2
Exhibit 4.2
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”) dated as of March 3, 2025, between DROPBOX, INC., a Delaware corporation (the “Company”),
and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), a national banking association,
as trustee (the “Trustee”).
RECITALS OF THE COMPANY
WHEREAS, the Company and the Trustee are parties
to that certain Indenture, dated as of February 26, 2021 (the “Indenture”), pursuant to which the Company issued
its 0% Convertible Senior Notes due 2028 (the “Notes”);
WHEREAS, on or around March 5, 2025, the
Company expects to convert from a corporation organized under the laws of the State of Delaware into a corporation organized under the
laws of the State of Nevada (the “Nevada Corporation” and such transaction, the “Reincorporation”);
WHEREAS, pursuant to the Reincorporation, each
share of Common Stock (as defined in the Indenture) of the Company will convert into one share of Class A common stock, par value
$0.00001 per share, of the Nevada Corporation (the “Nevada Corporation Common Stock”);
W…
