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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
 
 
Februray 25, 2022 (February 23, 2022)
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 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
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 5.03 Amendments to Articles of Incorporation
 
On February 23, 2022, the Company filed Articles of Amendment in the State of Maryland to increase the number of authorized shares of common stock, par value $0.01 per share, from fifteen million (15,000,000) to twenty five million (25,000,000). The increase in the number of authorized shares of common stock was effective upon filing in the State of Maryland. The number of authorized shares of preference stock, which is one million five hundred thousand (1,500,000), par value $0.01 per share, was not changed as a result of the filing of the Articles of Amendment.
 
Item 9.01 Financial Statements and Exhibits.
 
 
(a)
  104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
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)
 
 
February 25, 2022
 
   
By:
/s/ Kenneth A. Minor
By:
Kenneth A. Minor
Title:
Chief Financial Officer
 
 
 

Exhibit 3.1

 

 

SONIC FOUNDRY, INC.

ARTICLES OF AMENDMENT

 

SONIC FOUNDRY, INC., a Maryland corporation (hereinafter called the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: 

 

 

i.

The Articles of Amendment and Restatement of the Corporation, as amended (the “Charter”), are hereby amended by striking out ARTICLE FOURTH, Paragraph A, and inserting in lieu thereof the following:

 

A.:  AUTHORIZED SHARES. The total number of shares of capital stock which the Corporation has authority to issue is Twenty Six Million Five Hundred Thousand (26,500,000) shares, consisting of:

 

 

1.

25,000,000 shares of Common Stock, par value $.01 per share (the “Common Stock”);
 

2.

1,500,000 shares preference stock, par value $.01 per share,

 

for an aggregate par value of One Hundred Sixty Five Thousand Dollars ($265,000).

 

 

s.

These Articles of Amendment were duly advised, authorized and approved by the Board of Directors of the Corporation by the execution of a Unanimous Consent of the Board of Directors dated as of February 2, 2022, in the manner and by the vote required by the laws of the State of Maryland and by the Charter of the Corporation.

 

 

i.

The foregoing amendment is expressly authorized by Section 2-105(a)(13) of the General Corporation Law of the State of Maryland to be made without action by the stockholders

 

 

f.

(a)     Prior to these Articles of Amendment, the total number of shares of all classes of stock which the Corporation was authorized to issue was Sixteen Million, Five Hundred Thousand (16,500,000) shares consisting of: 15,000,000 shares of Common Stock, par value $.01 per share, and 1,500,000 shares preference stock, par value $.01 per share, for an aggregate par value of One Hundred Fifteen Thousand Dollars ($165,000).

 

(b)      Upon the effectiveness of these Articles of Amendment, the total number of shares of all classes of stock which the Corporation is authorized to issue will be Twenty Six Million Five Hundred Thousand (26,500,000) shares, consisting of: 25,000,000 shares of Common Stock, par value $.01 per share (the “Common Stock”), and 1,500,000 shares preference stock, par value $.01 per share, for an aggregate par value of One Hundred Sixty Five Thousand Dollars ($165,000).

 

(c)        The information required by Section 2-607(b)(2)(i), Corporations and Associations, Annotated Code of Maryland regarding a description of each class of stock was not changed by the amendment of the Charter set forth in Article FIRST hereof.

 
 

 

 

IN WITNESS WHEREOF, SONIC FOUNDRY, INC. has caused these Articles of Amendment to be signed and acknowledged in its name and on its behalf by its Chairman and witnessed by its Secretary on this 18th day of February, 2022, and they acknowledge the same to be the act of said Corporation, and that to the best of their knowledge, information and belief, all matters and facts stated herein are true in all material respects, and that this statement is made under the penalties of perjury. 

 

 

ATTEST:

/s/Kenneth Minor                   

Kenneth Minor

Secretary

SONIC FOUNDRY, INC.

/s/Joe Mozden, Jr.                  

Joe Mozden, Jr.

Chief Executive Officer