false 0001123596 0001123596 2023-03-30 2023-03-30
 
Form 8-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Date of Report
March 30, 2023
BAB, Inc.
(Name of small business issuer in its charter)
 
 
Delaware
0-31555
36-4389547
(State or other jurisdiction of
Commission
(I.R.S. Employer
incorporation or organization)
file number
Identification Number)
 
 
500 Lake Cook Road, Suite 475, Deerfield, IL 60015
(Address of principal executive offices) (Zip Code)
 
 
Issuer's telephone number (847) 948-7520
 
 
 
☐
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))
 
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
BABB
OTCQB
 
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 1.01.
Entry into a Material Definitive Agreement
 
The information included in item 3.03 below and Amendment No. 6 to Preferred Shares Rights Agreement filed as Exhibit Number 99.2 to this current report on Form 8-K is incorporated herein by reference.
 
 
Item 3.03
Material Modification to Rights of Security Holders.
 
On March 30, 2023 the Board of Directors approved Amendment No.6 to the Company’s Preferred Shares Rights Agreement dated as May 6, 2013. The amendment revises the definition of “Final Expiration Date” to mean the fourteenth anniversary of the date of the Preferred Shares Rights Agreement.
 
 
Item 9.01
Financial Statements and Exhibits
 
The following is filed as an Exhibit to this current report on form 8-K:
 
Exhibit 99.2
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.
 
BAB, Inc.
(Registrant)
 
By: /s/ Michael K Murtaugh
    
Michael K. Murtaugh, General Counsel and Secretary
    
     
Date: April 3, 2023
    
 
 

Exhibit 99.2

 

 

AMENDMENT NO. 6 TO PREFERRED SHARES RlGHTS AGREEMENT

 

THIS AMENDMENT NO. 6 TO PREFERRED SHARES RJGHTS AGREEMENT (this "Amendment"), dated as of March 30, 2023, is between BAB, Inc., a Delaware corporation (the "Company"), and American Stock Transfer and Trust Company, LLC (" AST"), as successor to 1ST Shareholder Services as successor Rights Agent ("IST").

 

WHEREAS, the Company has selected AST to succeed IST as _Successor Rights Agent under the Preferred Shares Rights Agreement between the Company and 1ST, dated May 6, 2013 and AST has agreed to so act as successor Rights Agent; and

 

WHEREAS, pursuant to Section 27 of the Preferred Shares Rights Agreement, the Company desires to amend the Preferred Shares Rights Agreement in order to revise the Final Expiration Date as set forth below;

 

NOW, THEREFORE, the Preferred Shares Rights Agreement is hereby amended as follows:

 

 

l.

Section l (y) "Final Expiration Date" is hereby amended in its entirety to read as follows:

 

(y) "Final Expiration Date" means the fourteenth anniversary of the date of this Agreement.

 

 

2.

Certification.

 

The Company certifies that this Amendment complies with Section 27 of the Rights Agreement.

 

 

3.

Effectiveness.

 

This Amendment shall be deemed effective as of March 30, 2023. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.

 

 

4.

Miscellaneous

 

This Amendment shall be deemed to be a contract made under the laws of the state of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be original, and all such counterparts shall together constitute but one and the same instrument. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal, or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

 

IN WITNESS WHEREOF, the parties hereto have caused the Amendment to be duly executed as of the date set forth above.

 

 

BAB, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Michael K. Murtuagh

 

 

 

Name: Michael K. Murtaugh

 

 

 

Title: General Counsel and Secretary

 

 

 

 

AMERJCAN STOCK TRANSFER & TRUST COMPANY, LLC

  

 

 

 

  

 

 

 

  

 

By:

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 Name:

  

 

 

 Title: Senior Vice President