QTWO Q2 Holdings Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 11, 2020 (November 1, 2019)

13785 Research Blvd, Suite 150

Austin, Texas 78750

(Address of Principal Executive Offices, and Zip Code)

(512) 275-0072

Registrant’s Telephone Number, Including 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 (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.  ☐

Q2 Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) with the Securities and Exchange Commission on November 1, 2019 announcing the consummation of its previously announced acquisition of Lender Performance Group, LLC, a Delaware limited liability company, also doing business as PrecisionLender (“PrecisionLender”) and certain other related entities. The Company subsequently filed a Current Report on Form 8-K/A on January 3, 2020 (“Amendment No. 1”), amending and supplementing the Original Form 8-K to include the historical audited consolidated financial statements of PrecisionLender, the unaudited condensed consolidated financial statements of PrecisionLender, and the unaudited pro forma condensed combined financial information.

This Current Report on Form 8-K/A (“Amendment No. 2”) amends and supplements the Original Form 8-K, as amended by Amendment No. 1. The Original Form 8-K is being amended by this Amendment No. 2 to file the unaudited pro forma condensed combined financial information related to the acquisition of PrecisionLender attached hereto as Exhibit 99.4 in accordance with Article 11 of Regulation S-X. No other amendments to the Original Form 8-K, as amended by Amendment No. 1, are being made by this Amendment No. 2, and the disclosures and exhibits included in the Original Form 8-K and Amendment No. 1 otherwise remain unchanged.