[8-K] Eventbrite, Inc. Reports Material Event

Rhea-AI Filing Summary

IQSTEL (IQST) PRE 14C: Via written consent, holders of 51.7 % of the voting stock approved amending the Articles of Incorporation to raise authorized common shares to 26,000,000 from 3,750,000 and total capital to 26.2 M. The change becomes effective 20 days after this statement is mailed; no meeting or dissenter rights apply.

Rationale: 897,238 shares are already reserved for outstanding convertibles; up to 93,000 may be issued for Globetopper EBITDA milestones; the board also cites growth capital, equity compensation and future M&A. A non-binding MOU with Cycurion (CYCU) envisions a reciprocal $1 M stock exchange that would require 109,770 new IQST shares (3.0 % post-issue stake) and grant IQST 5.9 % of CYCU.

The amendment grants the board broad discretion to issue additional stock without further shareholder approval, which could dilute current ownership and strengthen the company’s anti-takeover position. Estimated filing and mailing cost: $10,000.

Positive

• Strategic flexibility: Authorization rises to 26 M shares, enabling financing, acquisitions and equity incentives without further votes.
• Potential Cycurion alliance: $1 M reciprocal stock exchange could open cross-selling between telecom, fintech and cybersecurity markets.

Negative

• Dilution risk: Authorized share count grows 7×; current holders could see ownership fall materially if shares are issued.
• Non-binding MOU: Cycurion deal may not close, yet shares are being authorized partly for that purpose.
• Anti-takeover effect: Additional shares can be used to block hostile bids, reducing shareholder influence.

Insights

Equity Research Analyst

TL;DR: Big jump in authorized shares gives IQSTEL financing flexibility but heightens dilution risk.

The 593 % increase in authorized common shares equips management to fund growth, complete the Cycurion swap and cover existing commitments. Post-swap, Cycurion would own 3.0 % of IQST while IQST gains 5.9 % of CYCU, adding strategic cybersecurity exposure. However, with only 3.5 M shares outstanding today, shareholders face heavy potential dilution if the full 26 M authorization is used. No guidance on pricing or timing of issuances is provided. Near-term cash impact is minimal, but valuation could compress if new equity is issued below the current $9.11 close.

Corporate Governance Specialist

TL;DR: Amendment centralizes power; easier capital raises, tougher takeovers.

Written-consent approval sidesteps a meeting and installs ample "dry powder" for management. Because Nevada law allows issuance without further votes, insiders can deter hostile bids or steer friendly deals. Anti-takeover effect is explicit: extra shares can be placed strategically to block control changes. Investors should weigh governance concerns against the strategic upside of greater capital flexibility.

FALSE000147511500014751152025-08-062025-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):

August 6, 2025

_________________________________________________________________________________

EVENTBRITE, INC.

(Exact Name of Registrant as Specified in Charter)

_________________________________________________________________________________

Delaware			001-38658			14-1888467
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

95 Third Street, 2nd Floor,

San Francisco, California 94103

(Address of principal executive offices) (Zip Code)

(415) 692-7779

(Registrant’s telephone number, include area code)

Not applicable

(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:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol(s)			Name of each exchange on which registered
Class A common stock, par value $0.00001 per share			EB			New York Stock Exchange LLC

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     ☐

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 1.01    Entry into a Material Definitive Agreement.

On August 6, 2025, Eventbrite, Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) by and among the Company, as borrower, certain subsidiaries of Eventbrite, Inc., as guarantors, Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as administrative and collateral agent and Morgan Stanley Senior Funding, Inc., Silicon Valley Bank, a division of First-Citizens Bank & Trust Company and Axos Bank as joint lead arrangers and bookrunners, which provided for a four-year, $60.0 million senior secured term loan facility. The proceeds of the term loan will be escrowed until specified amounts of the Company’s 5.000% convertible senior notes due 2025 and 0.750% convertible senior notes due 2026 are repaid or repurchased and an amount equal to the remaining portion of the notes is deposited as collateral for the benefit of the new lenders. Following the release from escrow, the proceeds may be used for general corporate purposes.

At the Company’s election, loans under the Credit Agreement bear interest at either (a) a term SOFR rate or (b) Base Rate (defined in a customary manner), in each case plus, until August 6, 2026, an applicable margin of 2.50% per annum for term SOFR loans and 1.50% per annum for Base Rate loans, and thereafter the applicable margin will vary depending on the Company’s consolidated net total leverage ratio, ranging from 1.50% per annum for Base Rate loans and 2.50% per annum for term SOFR loans if the Company’s consolidated net total leverage ratio is greater than 0.50 to 1.00, down to 1.25% per annum for Base Rate loans and 2.25% per annum for term SOFR loans if the Company’s consolidated net total leverage ratio is equal to or less than 0.50 to 1.00. The principal amount of the term loan amortizes on quarterly basis in amounts equal to 5% or the initial principal amount in the first year, 10% of the initial principal amount in each of the second and third years and 75% of the initial principal amount in the fourth year.

The term loans and other obligations under the Credit Agreement are (a) guaranteed by each of the Company’s wholly-owned material domestic restricted subsidiaries, subject to certain exceptions, and (b) secured by substantially all of the assets of the Company and the subsidiary guarantors, including a pledge of all the capital stock of material subsidiaries held directly by the Company and the subsidiary guarantors (which pledge, in the case of any foreign subsidiary, is limited to 65% of the voting stock), subject to certain customary exceptions and limitations.

The Credit Agreement contains customary events of default and certain covenants applicable to the Company and its restricted subsidiaries, including, without limitation, limitations on additional indebtedness, liens, various fundamental changes, dividends and distributions, investments (including acquisitions), transactions with affiliates, asset sales, including sale-leaseback transactions, prepayment of junior financing, changes in business and other limitations customary in senior secured credit facilities. In addition, the Credit Agreement requires the Company to maintain for certain test periods (a) a maximum consolidated net total leverage ratio ranging from 3.25 to 1.00 to 2.00 to 1.00, (b) a minimum fixed charge coverage ratio of 1.10 to 1.00 and (c) minimum twelve-month trailing revenue of $270.0 million.

The foregoing summary of the Credit Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.02    Results of Operations and Financial Condition.

On August 7, 2025, the Company issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the issued press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Additional supplemental financial information (the "Supplemental Information") has been posted to the Investor Relations section of the Company's website at investor.eventbrite.com.

In the press release, the Company also announced that it would be holding a live webcast on August 7, 2025, at 2:00 p.m. Pacific Time to discuss its financial results for the quarter ended June 30, 2025. A copy of the unofficial transcript of the webcast will be available after the webcast on the Investor Relations section of the Company's website at investor.eventbrite.com.

The Company is making reference to non-GAAP financial information in the press release, the Supplemental Information and the webcast. Reconciliations of these non-GAAP financial measures to their nearest GAAP equivalents are provided in the press release and the Supplemental Information, as applicable.

The information furnished pursuant to Item 2.02 of this Form 8-K, including Exhibit 99.1 attached hereto, 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, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On August 6, 2025, the Company became obligated under the $60.0 million term loan facility described in Item 1.01 of this Current Report on Form 8-K, which description is incorporated by reference herein.

Item 7.01    Regulation FD Disclosure.

Correction to February 27, 2025 Press Release

The Company’s press release dated February 27, 2025, titled “Eventbrite Reports Fourth Quarter 2024 Financial Results,” included a typographical error in the gross ticket sales for the year ended December 31, 2023. The correct amount of gross ticket sales for the year ended December 31, 2023 (in thousands) is $3,560,304.

Item 8.01    Other Events.

    On August 6, 2025, the Company entered into separate, privately negotiated repurchase agreements (collectively, the “2026 Repurchases”) with certain holders of the Company’s outstanding 2026 Notes, pursuant to which the Company agreed to repurchase $125.0 million aggregate principal amount of the 2026 Notes for an aggregate cash repurchase price of approximately $117.9 million, which includes accrued and unpaid interest on such 2026 Notes. The Repurchases are expected to settle on or about August 11, 2025, subject to customary closing conditions.

The Company had previously entered into capped call transactions with certain financial institutions in connection with the issuance of the 2026 Notes. All of these transactions are expected to remain in effect notwithstanding the Repurchases.

This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and will not constitute an offer, solicitation, or sale in any jurisdiction in which such offering would be unlawful.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.						Description
10.1†^						Credit Agreement, dated August 6, 2025, by and among the Company, the guarantors party thereto from time to time, the lenders party thereto from time to time, Morgan Stanley Senior Funding, Inc., as syndication agent, Axos Bank, as documentation agent, and Silicon Valley Bank, as administrative and collateral agent.
99.1						Earnings Press Release, dated August 7, 2025.
104.1						Cover Page Interactive Data File (embedded within the Inline XBRL document).

† Portions of the exhibit, marked by brackets, have been omitted in accordance with Item 601(b)(10) of Regulation S-K because the omitted information (i) is not material and (ii) is the type of information that the Company treats as private or confidential.

^ Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish a copy of all omitted schedules and exhibits to the Securities and Exchange Commission upon its request.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that involve substantial risks and uncertainties. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, statements related to the 2026 Notes to be repurchased, the completion, timing and size of the Repurchases and the existing capped call transactions. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “appears,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions. Such statements are subject to a number of known and unknown risks, uncertainties, assumptions, and other factors that could cause actual results to differ materially from those indicated in the forward-looking statements, including but not limited to the satisfaction of the closing conditions related to the Repurchases and market conditions, and those more fully described in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Further information on potential risks that could affect forward looking statements will be included in the subsequent periodic and current reports and other filings that the Company makes with the Securities and Exchange Commission from time to time. Investors are cautioned not to place undue reliance on these statements. Actual results could differ materially from those expressed or implied. All forward-looking statements are based on information and estimates available to the Company at the time of this Current Report on Form 8-K, and are not guarantees of future events. Except as required by law, the Company assumes no obligation to update publicly any forward looking statements.

SIGNATURE

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: August 7, 2025			EVENTBRITE, INC.
			By:						/s/ Julia Hartz
									Julia Hartz
									Chief Executive Officer

FAQ

Why is IQSTEL (IQST) increasing authorized shares to 26 million?

To cover reserved convertibles, potential Globetopper milestone shares, a planned $1 M stock swap with Cycurion, future M&A, financing and compensation needs.

How much could existing IQSTEL shareholders be diluted?

If the full authorization is ultimately issued, ownership could drop from 100 % to as little as 13.5 %, depending on pricing and allocation.

What are the key terms of the Cycurion (CYCU) stock exchange?

$1 M of stock each; IQST would issue 109,770 shares (3.04 % stake to CYCU) and receive 2,774,695 CYCU shares (5.86 % stake).

When will the share-increase amendment become effective?

Twenty calendar days after the information statement is mailed and the certificate is filed with the Nevada Secretary of State.

Are dissenter’s rights available for the amendment?

No. Nevada law does not grant appraisal rights for this type of share-authorization increase.

How many votes approved the amendment?

3,690,480 votes (51.68 % of total voting equity) were cast in favor via written consent on 31 July 2025.