Current Report Filing (8-k)

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

April 9, 2020 (April 8, 2020) 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)	[phone] (Registrant's telephone number)

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))

Item 8.01 Other Events.

As previously announced, on March 5, 2020, Sonic Foundry, Inc. reported that its Special Committee of Independent and Disinterested Directors had retained Silverwood Partners LLC to evaluate strategic alternatives.

On April 8, 2020, the Special Committee received an offer from Mark Burish, Chairman of the Board, to purchase all the outstanding shares of Sonic Foundry, Inc. at a price of $5.00 per share. The offer stated that it was not dependent on a financing contingency, however, it will be subject to customary terms and conditions, agreement on final definitive documents and approval of the Special Committee as well as the holders of a majority of shares not held by Mr. Burish or his affiliates.

See attached press release at exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(a)	Exhibits

99.1	Text of press release dated April 9, 2020.

---

EXHIBIT LIST

 

NUMBER DESCRIPTION

99.1	Text of press release dated April 9, 2020.

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 thereunto duly authorized.

 

Sonic Foundry, Inc.

(Registrant)

 

 

April 9, 2020        

By:		/s/ Kenneth A. Minor
By:		Kenneth A. Minor
Title:		Interim Chief Financial Officer