false 0001029744 0001029744 2023-05-31 2023-05-31
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
 
 
May 31, 2023
Date of Report (Date of earliest event reported)
 
Sonic Foundry, Inc.
(Exact name of registrant as specified in its charter)
 
 
Maryland
(State or other jurisdiction
of incorporation)
  
000-30407
(Commission
File Number)
  
39-1783372
(IRS Employer
Identification No.)
 
 
222 W. Washington Ave
Madison, WI 53703
(Address of principal executive offices)
(608) 443-1600
(Registrant's telephone number)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value SOFO Nasdaq Capital Market
 
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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
 
On May 31, 2023, the Company entered into an Amendment to Security Agreement and Promissory Note (the Burish Amendment”) with Mark Burish (“Burish”), the Company’s chair of the Board of Directors. The Burish Amendment provides for deferral of a Regular Monthly Payment amount with the payment of a $10,909 Deferral Fee, beginning June 1, 2023. The Deferral Fee is in addition to any other fees, expenses, interest or principal subject to the Security Agreement and Promissory Note, as amended. At any time after September 1, 2023, regardless of whether an Event of default has occurred, Burish may issue a notice in writing to Borrower a Deferral Fee Cancellation Notice at any time after the 15th day of the preceding month that the Deferral Fee will no longer be accepted and that the full Regular Monthly Payment will be due on the first day of the month immediately following said notice.
 
The Burish Amendment further provides for an increase to the original principal amount of $3,000,000 by up to an additional $2,000,000 in one or more tranches. Such additional borrowings are subject to the same 12% rate of interest per annum. Regular Monthly Payment when resumed will be recalculated based on the remaining months until the Maturity Date and the final principal amount.
 
 
 
 
 
 
SIGNATURES
 
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.
 
Sonic Foundry, Inc.
(Registrant)
 
 
May 31, 2023
 
   
By:
/s/ Kenneth A. Minor
By:
Kenneth A. Minor
Title:
Chief Financial Officer
 
 
 
Sonic Foundry (NASDAQ:SOFO)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Sonic Foundry Charts.
Sonic Foundry (NASDAQ:SOFO)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Sonic Foundry Charts.