SEC Form SC 13D/A filed by ON24 Inc. (Amendment)

Zac Rosenberg

Chief Compliance Officer

Indaba Capital Management, L.P.

One Letterman Drive, Building D, Suite DM 700

San Francisco, CA 94129

(415) 680-1030

with copies to:

Elizabeth Gonzalez-Sussman, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 22, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

AMENDMENT NO. 3 TO SCHEDULE 13D

The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) by Indaba Capital Management, L.P. (the “Investment Manager”), IC GP, LLC (“IC GP”) and Derek C. Schrier (collectively, “Indaba” or the “Reporting Persons”) on December 20, 2022, as amended by Amendment No. 1 filed on March 13, 2023 and Amendment No. 2 filed on January 18, 2024. This Amendment No. 3 amends and restates the Schedule 13D as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 4 of the Schedule 13D is hereby supplemented as follows:

On February 22, 2024, Indaba entered into a Letter Agreement (the “Letter Agreement”) with the Issuer. Pursuant to the Letter Agreement, the Issuer agreed to take all actions necessary to ensure that Ronald P. Mitchell will continue serving on the Board and as a member of the Nominating and Corporate Governance Committee of the Board until the Issuer’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”). The Letter Agreement also provides that until the Expiration Date (as defined below) the size of the Board may not be increased above nine (9) directors, without the prior written consent of Indaba.

Pursuant to the Letter Agreement, Indaba has agreed, subject to certain exceptions, to customary voting and standstill provisions from the date of the Letter Agreement until the date pursuant to which stockholder nominations for director elections are permitted pursuant to the Issuer’s Amended and Restated Bylaws with respect to the Issuer’s 2025 Annual Meeting (the “Expiration Date”).

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, which is incorporated by reference as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 6 of the Schedule 13D is hereby supplemented to add the following:

On February 22, 2024, the Reporting Persons and the Issuer entered into the Letter Agreement as defined and described in Item 4 above and incorporated by reference as Exhibit 99.1 hereto. The Letter Agreement is incorporated herein by reference.

Item 7 of the Schedule 13D is hereby supplemented to add the following Exhibit:

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 26, 2024