AutoWeb, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-09-07: Form 8-K; Period of report 2022-08-31; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.02.
- 2022-08-23: Form 8-K; Period of report 2022-08-23; Description 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; Details 1.01.
- 2022-07-25: Form 8-K; Period of report 2022-07-24; Description 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 1.01.
- 2022-07-01: Form 8-K; Period of report 2022-06-30; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-09-07 | 8-K | 2022-08-31 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.02 On August 31, 2022 and in connection with the consummation of the Offer and the Merger, the Company prepaid in full all of its outstanding obligations in respect of principal, interest, expenses, fees and other charges under the Loan, Security and Guarantee Agreement, dated as of March 26, 2020 (as amended from time to time, the “Loan Agreement”), by and among the Company, the guarantors party thereto, the financial institutions party thereto as lenders and CIT Northbridge Credit LLC, as agent for such lenders. 2.01 As described in the Introductory Note above, on August 31, 2022, Purchaser irrevocably accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer on or prior to the Expiration Time. 2.04 The consummation of the Offer resulted in a change of control of the Company under the Loan Agreement, which constituted an event of default under the Loan Agreement. 3.01 In connection with the consummation of the Merger, (a) the Company notified The Nasdaq Stock Market (“Nasdaq”) of the consummation of the Merger and (b) Nasdaq (i) halted trading in the Shares following market close in the afternoon of August 31, 2022 and thereafter suspended trading of the Shares on Nasdaq and (ii) filed with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The information contained in the Introductory Note and Items 1.02, 2.01, and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 As a result of the Offer and the Merger, a change in control of the Company occurred. 5.02 Upon completion of the Merger on August 31, 2022, Payam Zamani and Armita Rostamian became the members of the Company’s board of directors. 5.03 Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s Seventh Amended and Restated Certificate of Incorporation was amended and restated in its entirety as set forth on Exhibit A to the Merger Agreement (the “Eighth Amended and Restated Certificate of Incorporation”) and the Company’s Seventh Amended and Restated Bylaws were amended and restated to read in their entirety as set forth on Exhibit B to the Merger Agreement (the “Eighth Amended and Restated Bylaws”). 8.01 Effective September 6, 2022, the Company’s board of directors designated the Company’s office in Irvine, California located at 6410 Oak Canyon, Suite 250, Irvine, California 92618 as the Company’s principal office for the transaction of business of the Company pursuant to Article I of the Company’s bylaws and as the Company’s principal executive office. | auto20220902_8k.htm |
| 2022-08-23 | 8-K | 2022-08-23 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders | 1.01 Entry into a Material Definitive Agreement. 3.03 On August 23, 2022, AutoWeb, Inc., a Delaware corporation (“AutoWeb” or “Company”), entered into an Amendment No. 4 (“Amendment No. 4”) to the Tax Benefit Preservation Plan dated May 26, 2010, as amended by Amendment No. 1 effective as of April 14, 2014, Amendment No. 2 effective as of April 13, 2017 and Amendment No. 3 effective as of March 31, 2020, and with the rights thereunder adjusted by that Certificate of Adjustment dated as of July 12, 2012 (as amended, the “Plan”) between the Company and Computershare Trust Company, N.A., as rights agent. | auto20220823_8k.htm |
| 2022-07-25 | 8-K | 2022-07-24 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 On July 24, 2022, the Company, Parent and Jared R. Rowe (a member of the Board and the Company’s President and Chief Executive Officer) (collectively, the “Parties”) entered into Amendment No. 2 (the “Amendment”) to that certain Employment Agreement, dated as of April 12, 2018, as amended by that certain Amendment No. 1, dated August 26, 2019 (as amended, the “Rowe Employment Agreement”), by and between the Company and Mr. Rowe. 8.01 On July 25, 2022, the Company and Parent issued a joint press release announcing the entry into the Merger Agreement. | auto20220724_8k.htm |
| 2022-07-01 | 8-K | 2022-06-30 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On June 30, 2022, AutoWeb, Inc. (“Company”) received a written notification (“Notice”) from the Listing Qualifications department of the Nasdaq Stock Market LLC (“NASDAQ”) advising the Company that the closing bid price of the Company’s common stock (“Common Stock”) for the previous 30 consecutive business days had been below the minimum $1.00 per share (“Minimum Bid Price Requirement”) required for continued listing on The Nasdaq Capital Market pursuant to NASDAQ Listing Rule 5550(a)(2) (“Rule”). | auto20220701_8k.htm |
| 2022-06-21 | 8-K | 2022-06-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 In light of the previously reported resignations of Chan Galbato and Michael Carpenter from the Board of Directors (“Board”) of AutoWeb, Inc. (“Company”), and in order to maintain compliance with Nasdaq corporate governance rules relating to the independence of directors on the Board and its Audit, Compensation and Corporate Governance and Nominations Committees, following the Company’s 2022 Annual Meeting of Stockholders on June 16, 2022 (“Annual Meeting”) the Board reappointed Michael J. Fuchs to the Board as a Class III director, effective immediately. 5.03 Following the Annual Meeting on June 16, 2022, the Board approved an amendment (“Bylaw Amendment No. 3”) to Section 3.02 of the Company’s Seventh Amended and Restated Bylaws to increase the number of authorized directors on the Board from five (5) to six (6) members. 5.07 The Annual Meeting was held on June 16, 2022, at the principal executive office of the Company. | auto20220621_8k.htm |
| 2022-06-01 | 8-K | 2022-05-26 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 On May 26, 2022, AutoWeb, Inc. (“Company”) entered into a Fourth Amendment to Loan, Security and Guarantee Agreement (“Credit Facility Fourth Amendment”) with CIT Northbridge Credit LLC (“CNC”) to amend the Company’s existing Loan, Security and Guarantee Agreement with CNC initially entered into on March 26, 2020, as amended on May 18, 2020, July 30, 2021, and September 13, 2021 (the existing Loan Agreement, as amended to date, is referred to herein collectively as the “Credit Facility Agreement”). 5.02 On May 27, 2022, Michael A. Carpenter notified the Chairman of the Board of Directors (“Board”) of the Company that, effective immediately, he was resigning his position as a member of the Board and as a member of the Board’s Audit Committee (“Audit Committee”). 5.03 On June 1, 2022, the Board approved an amendment (“Bylaw Amendment No. 2”) to Section 3.02 of the Company’s Seventh Amended and Restated Bylaws (“Bylaws”) to decrease the number of authorized directors on the Board from eight (8) to five (5) members. | auto20220601_8k.htm |
| 2022-05-23 | 8-K | 2022-05-19 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | auto20220523_8k.htm |
| 2022-05-18 | 8-K | 2022-05-16 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On May 16, 2022, AutoWeb, Inc., a Delaware corporation (“AutoWeb” or “Company”), announced in a press release its financial results for the quarter ended March 31, 2022. 5.02 On May 16, 2022, Chan W. Galbato notified the Chairman of the Company’s Board of Directors (“Board”) that, effective immediately, he was resigning his position as a member of the Board. | auto20220517_8k.htm |
| 2022-04-21 | 8-K | 2022-04-16 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 5.03 On April 16, 2022, the Board of Directors (“Board”) of AutoWeb, Inc., a Delaware corporation (“Company”), approved an amendment to Section 3.02 of the Company’s Seventh Amended and Restated Bylaws (“Bylaw Amendment”) to decrease the number of authorized directors on the Board from eight (8) to seven (7) members. 7.01 In connection with the Bylaw Amendment described in Item 5.03 of this Current Report on Form 8-K, the Board has decided not to nominate Michael J. Fuchs for election as a member of the Board at the 2022 Annual Meeting of Stockholders. | auto20220418_8k.htm |
| 2022-03-28 | 8-K | 2022-03-24 | 2.02 Results of Operations and Financial Condition | 2.02 On March 24, 2022, AutoWeb, Inc., a Delaware corporation (“AutoWeb” or “Company”), announced in a press release its financial results for the fourth quarter and full year ended December 31, 2021. | auto20220325_8k.htm |
| 2022-01-07 | 8-K | 2022-01-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 5, 2022, Michael A. Sadowski, Executive Vice President, Chief Financial Officer of AutoWeb, Inc. (“Company”), notified the Company that he was resigning his officer positions with the Company effective January 10, 2022. | auto20220106_8k.htm |