Filed Pursuant
to Rule 424(b)(3)
Registration
No. 333-229926
Prospectus Supplement No. 9
(to Resale and Warrant Prospectus
dated May 28, 2019)
GTY TECHNOLOGY HOLDINGS INC.
This prospectus supplement
supplements and updates the information contained in the selling securityholders resale and warrant exercise prospectus, dated
May 28, 2019 (the “Prospectus”), that forms part of Amendment No. 2 to our Form S-3 Registration Statement on Form
S-1 (Registration No. 333-229926). This prospectus supplement is being filed to supplement and update the information in the Prospectus
with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 30,
2020 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
This prospectus supplement
should be read in conjunction with the Prospectus. If there is any inconsistency between the information in the Prospectus or any
prospectus supplement thereto and this prospectus supplement, you should rely on the information in this prospectus supplement.
This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus,
including any amendments or supplements thereto.
Investing in our securities involves
a high degree of risk. See “Risk Factors” beginning on page 6 of the Prospectus and “Risk Factors”
beginning on page 4 of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 13, 2020, before
you decide whether to invest in our securities.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of
this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement
is April 1, 2020.
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):
March 24, 2020
GTY TECHNOLOGY HOLDINGS INC.
(Exact name of registrant as specified in
its charter)
Massachusetts
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001-37931
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83-2860149
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1180 North Town Center Drive, Suite 100
Las Vegas, Nevada 89144
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: (702) 945-2898
(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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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GTYH
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Nasdaq Stock Market LLC
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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. ¨
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Item 5.02
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b) On March 24, 2020, Stephen
Rohleder resigned from his positions as Chief Executive Officer, President and Chairman of the board of directors (the
“Board”) of GTY Technology Holdings Inc. (“GTY” or the “Company”), effective March 30,
2020. As of March 30, 2020, William Green, a current member of the Board, has been duly-appointed to serve as Chairman in Mr.
Rohleder’s place and Charles Wert, also a current director, has been appointed Lead Director.
(c) On
March 30, 2020, the Company’s Board appointed TJ Parass, 48, to the offices of Chief Executive Officer and President and
as a director.
Mr.
Parass has served as the Chief Executive Officer of Questica Inc. and Questica USCDN, Inc. (together, “Questica”),
one of the Company’s business units, since he founded Questica in 1998. Mr. Parass has a BS in Mechanical Engineering from
Queen’s University. There have been no transactions involving Mr. Parass that would require disclosure under Item 404(a)
of Regulation S-K.
Also on March 30, 2020, the Board appointed
David Farrell, 47, as Chief Operating Officer.
Mr. Farrell has served as the Chief Executive
Officer of Sherpa Government Solutions LLC, one of the Company’s business units, since he founded it in in 2004. Previously,
Mr. Farrell was a principal at American Management Systems Inc., a Virginia-based technology and management consulting firm. Mr.
Farrell has a BA in Economics from Northwestern University and a Master’s Degree in Public Policy from the University of
Chicago. There have been no transactions involving Mr. Farrell that would require disclosure
under Item 404(a) of Regulation S-K.
On March 30, 2020, the Company issued a
press release with respect to these resignations and appointments. A copy of the press release is attached hereto as Exhibit 99.1.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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99.1
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Press Release, dated March 30, 2020.
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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.
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GTY TECHNOLOGY HOLDINGS INC.
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By:
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/s/ John Curran
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Name: John Curran
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Title: Chief Financial Officer
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Dated: March 30, 2020
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Exhibit 99.1
GTY TECHNOLOGY
ANNOUNCES EXECUTIVE TRANSITIONS
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Appoints
TJ Parass, CEO of Questica, As GTY Technology CEO
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Q1
Company Revenues Tracking to Previously Announced FY2020 Guidance
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Company
Continues its Review of Strategic Alternatives
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(Boston, Massachusetts, March
30, 2020) – GTY Technology Holdings Inc. (Nasdaq: GTYH) (“GTY”), a leading vertical SaaS/Cloud solution
for the public sector, announced today the appointment of TJ Parass as Chief Executive Officer of GTY, succeeding Stephen Rohleder
who is leaving the company. Mr. Parass will also become a member of the GTY Board of Directors. Mr. Parass previously served as
Founder and CEO of Questica, a business unit of GTY focused on multi-user budgeting, performance measures, transparency and data
visualization software for governments, education & healthcare. Bill Green, a current GTY director who is one of GTY’s
founding sponsors, will become Chairman of the Board.
Mr. Parass has been
a well-regarded leader in the public sector and software space for over twenty-two years, having founded Questica in 1998. He
has been instrumental in leading GTY’s budgeting segment, which generates nearly half of GTY’s revenues, as well as
helping to drive key channel partnerships with our other leading businesses in the GovTech vertical (Sherpa, CityBase, eCivis,
Bonfire, and Open Counter). He has been actively involved in driving operational efficiency across each of GTY’s business
units and has overseen the implementation of centralized back office systems for accounting, HR, as well as sales and expense
management. Mr. Parass has also played a key role in several of the company’s recent large customer wins.
“We are very
pleased that TJ will be stepping into the CEO role at GTY today,” said Mr. Green. “Over the last year, he has shown
unparalleled leadership skills, consistent outperformance as well as a commitment to efficiency and operational excellence. His
knowledge from scaling the leading public sector SaaS budgeting solution over the last twenty years through multiple economic
cycles makes him uniquely qualified for this role.”
“On behalf
of the entire Board, we would like to thank Steve for his contribution to GTY as its business units transitioned to being part
of a public company,” said Mr. Green. “Under Steve’s leadership, GTY grew an impressive 36% organically last
year and forged strong channel partnerships and alliances. Steve and the team provided GTY with a public company foundation and
structure of which we are all profoundly appreciative.”
Added Mr. Rohleder,
“I am very proud of the progress we have made over the last thirteen months establishing and operationalizing GTY. I want
to personally thank the GTY executive team for their leadership and contribution to our initial success. This move is the next
logical step to position GTY as a market leader and to enhance profitability and growth. We have a very strong group of business
unit leaders, and TJ Parass is a proven business operator.”
“I have been
very fortunate to work with a great team at Questica over my career as well as my GTY business unit counterparts and colleagues
this past year,” said Mr. Parass. “We have talented leaders at each of our business units who have built best-in-class
capabilities in some of the fastest growing public sector segments. We will continue GTY’s focus on investing in innovation
and client centric initiatives, factors that contribute to our market-leading net promoter scores across each of our companies.
We believe, especially in this environment, that the movement towards the public sector cloud has even more long-term momentum
as citizens desire remote transaction processing and transparency, and governments need simple, cost-efficient online implementations
that are secure. I am excited and grateful for the opportunity to lead GTY and to continue to deliver on our vision. GTY Technology
brought together six entrepreneurs who are deeply committed to the future of our business; together with these talented individuals,
I look forward to the challenge of shaping our organization to meet the significant challenges of today and the growth opportunities
of tomorrow.”
GTY also announced
that David Farrell, the CEO of GTY’s Sherpa business unit, has been appointed to also be Chief Operating Officer of GTY.
Mr. Farrell founded Sherpa which has been a leader in state and large city budgeting software and the highest margin generator
among GTY’s business units.
Q1 Company Revenues Tracking
to Previously Announced FY2020 Guidance
The Company also announced that
it expects Q1 non-GAAP revenues to track to its previously announced FY 2020 guidance. At the same time, the Company is continuing
to monitor the ever-evolving situation with COVID-19 and its impact on revenues for the remainder of the year.
Company Continues Its Review
of Strategic Alternatives
On February 14,
2020, GTY announced that it was reviewing a broad range of potential strategic alternatives focused on maximizing shareholder
value with Credit Suisse as its financial advisor. “GTY is continuing to review strategic alternatives to strengthen not
just our operating structure in these unprecedented times but also to best position the company to be cash flow breakeven and
self-sufficient,” said Harry You, co-founder and Vice-Chairman. “As entrepreneurs and founders, TJ and his team are
adept at running a capital efficient business, having a 20-year history of outperforming both on the top and bottom line. Managing
cash, continuing to accelerate strong organic growth driven by ROIC at each business unit, and effecting operational efficiencies
will be TJ’s top priorities in his new role. While today’s challenging business conditions create profound headwinds,
we believe GTY has many strengths in this environment with our public sector focus, fundamentals of a strong SaaS business model,
and TJ’s commitment to operate in a capital efficient manner.”
ABOUT GTY TECHNOLOGY HOLDINGS
INC.
GTY Technology Holdings
Inc. (NASDAQ: GTYH) (“GTY”) brings leading public sector technology companies together to achieve a new standard in
stakeholder engagement and resource management. Through its six business units, GTY offers an intuitive cloud-based suite of solutions
for state and local governments, education institutions, and healthcare organizations spanning functions in procurement, payments,
grant management, budgeting, and permitting: Bonfire provides strategic sourcing and procurement software to enable confident
and compliant spending decisions; CityBase provides government payment solutions to connect constituents with utilities and government
agencies; eCivis offers a grant management system to maximize grant revenues and track performance; Open Counter provides government
payment software to guide applicants through complex permitting and licensing procedures; Questica offers budget preparation and
management software to deliver on financial and non-financial strategic objectives; Sherpa provides public-sector budgeting software
and consulting services.
FORWARD-LOOKING
STATEMENTS
This press release
includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. The company’s actual results may differ from its expectations, estimates and projections
and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,”
“plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without limitation, the company’s expectations with
respect to future performance. These forward-looking statements involve significant risks and uncertainties that could cause the
actual results to differ materially from the expected results. Most of these factors are outside of the company’s control
and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) our ability to consummate
any proposed transaction with respect to the previously announced review of strategic alternatives; (2) the lack of actionable
alternatives being identified in connection with the strategic alternative review; (3) risks relating to the substantial costs
and diversion of personnel’s attention and resources due to the strategic alternative review; (4) our failure to generate
sufficient cash flow from our business to make payments on our debt; (5) our ability to raise or borrow funds on acceptable terms;
(6) changes in applicable laws or regulations; (7) the possibility that the company may be adversely affected by other economic,
business, and/or competitive factors; (8) the impact of the coronavirus outbreak, or similar global health concerns, on our operations
and customer base; and (9) other risks and uncertainties included in the company’s registration statement on Form S-1 (File
No. 333-229926), including those under “Risk Factors” therein, and in the company’s other filings with the SEC,
including our Annual Report on Form 10-K for the year ended December 31, 2019. We caution you that the foregoing list of factors
is not exclusive, and readers should not place undue reliance upon any forward-looking statements, which speak only as of the
date made. We do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking
statements to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement
is based.