UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 22, 2024, ON24, Inc. (the “Company”) entered into a Letter Agreement, dated February 22, 2024 (the “Letter Agreement”), with Indaba Capital Management, L.P. (together with certain of its affiliates, “Indaba”). Pursuant to the Letter Agreement, among other things:
| • | The board of directors of the Company (the “Board”) agreed that Ronald Mitchell will continue to serve on the Board as a director and as a member of the Nominating and Corporate Governance Committee of the Board until the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”). |
| • | Certain obligations of the Company and Indaba, including the customary standstill, voting and mutual non-disparagement provisions set forth in the cooperation agreement, dated March 11, 2023 (the “Cooperation Agreement”), between the Company and Indaba will remain in effect until the date pursuant to which stockholder nominations for director elections are permitted pursuant to the Company’s Amended and Restated Bylaws with respect to the 2025 Annual Meeting. |
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, a copy of which attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 | Letter Agreement, dated February 22, 2024, by and among ON24, Inc., Indaba Capital Management, L.P. and certain of its affiliates | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| Date: February 26, 2024 | ON24, Inc. | |||||
| By: | /s/ Steven Vattuone | |||||
| Steven Vattuone | ||||||
| Chief Financial Officer | ||||||