Washington, DC 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 11, 2018




(Exact name of registrant as specified in its charter)


Delaware   001-34628   77-0512121

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

950 Tower Lane, 6th Floor

Foster City, CA 94404

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (650) 578-7700



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))

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 2.02. Results of Operations and Financial Condition.

On April 11, 2018, QuinStreet, Inc. (the “Company”) issued a press release announcing the Company’s preliminary financial results for the third quarter of fiscal 2018. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

The information furnished under Item 2.02 of this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into the Company’s filings with the SEC under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit






99.1    Press release dated April 11, 2018


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: April 11, 2018     By:  

/s/ Gregory Wong

      Gregory Wong
      Chief Financial Officer and Senior Vice President

Exhibit 99.1

QuinStreet Announces Preliminary Third Quarter Fiscal 2018 Financial Results

Responds To Recent Short Seller Report and Stock Activity

FOSTER CITY, Calif., April 11, 2018 – QuinStreet, Inc. (Nasdaq: QNST), a leader in performance marketing products and technologies, today announced preliminary financial results for the third quarter of fiscal 2018.

For the third quarter of fiscal 2018, the Company expects to report revenue of over $115 million, representing growth of more than 45% year-over-year. Adjusted EBITDA is expected to be greater than 8%. There were no acquisitions in the quarter.

Further details and final results will be released in the Company’s normally scheduled quarterly earnings call, on May 1. Guidance on FYQ4 and full FY2018 will also be covered on that call. The Company expects positive business momentum to continue. Dial-in details are discussed below.

“Our strong and improving financial performance continues to be driven by good results for our clients and media partners, and by our significant competitive advantages,” commented Doug Valenti, CEO of QuinStreet.

“We have reviewed the negative report published about QuinStreet by Kerrisdale Capital Management and feel compelled to respond given its invalid claims and conclusions, and its negative impact on our stock price. QuinStreet management has never been contacted by Kerrisdale. We are disappointed they would make such sweeping claims without contacting us. Kerrisdale claims are inaccurate, out-of-context and exaggerated, and their conclusions about our prospects are demonstrably wrong.

“QuinStreet’s business model and relationships with clients are based on the performance of our marketing and media programs for them. That means both consumers and our clients must be satisfied for us to sustain our business, let alone grow revenue. We believe that our financial results are evidence of the continuing success of our model and results in media and with clients,” concluded Valenti.

Conference Call Tuesday, May 1, 2018 at 2:00 P.M. PT

The Company will host a conference call and corresponding live webcast at 2:00 P.M. PT on Tuesday May 1, 2018. To access the conference call, dial +1 (800) 229.9838 with confirmation code 5951589. The webcast will be available live on the investor relations section of the Company’s website at http://investor.quinstreet.com and via replay beginning approximately two hours after the completion of the call by registering online at https://event.mymeetingroom.com.

About QuinStreet

QuinStreet, Inc. (Nasdaq: QNST) is one of the largest Internet performance marketing and media companies in the world. QuinStreet is committed to providing consumers and businesses with the information they need to research, find and select the products, services and brands that meet their needs. For more information, please visit www.QuinStreet.com.

Investor Contact

Erica Abrams

(415) 297-5864