UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 1825, 2024

CalAmp Corp.

(Exact name of Registrant as Specified in Its Charter)


Delaware	0-12182	95-3647070
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15635 Alton Parkway Suite 250
Irvine, California		92618
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: (949) 600-5600

   

    Not applicable

   

(Former Name or Former Address, if Changed Since Last Report)

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))

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 per share	CAMP	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 3.0103. ~~Notice~~ Material ofModification ~~Delisting or Failure~~ to ~~Satisfy~~Rights ~~a Continued Listing Rule or Standard; Transfer~~ of ~~Listing.~~Security Holders

On January 1825, 2024, ~~CalAmp Corp. (~~the ~~“Company”)~~Board ~~received~~of aDirectors ~~deficiency letter~~ (the “~~Notice~~Board”) ~~from~~of ~~the~~CalAmp ~~Nasdaq~~Corp., ~~Stock~~a ~~Market~~Delaware ~~LLC~~corporation (the “~~Nasdaq~~Company”) ~~notifying~~approved ~~the~~a ~~Company~~reverse ~~that~~stock itsplit isof ~~not in compliance with~~ the ~~minimum stockholders~~Company’s ~~equity~~issued ~~requirement~~and ~~for~~outstanding ~~continued~~shares ~~listing~~of ~~set~~common ~~forth~~stock, ~~in Nasdaq Listing Rule 5450(b)(1)(A)~~$0.01 ~~Nasdaq~~par ~~Listing~~value ~~Rule~~per ~~5450(b)(1)(A)~~share ~~requires listed companies to maintain stockholders’ equity of at least $10,000,000~~ (the “~~Stockholders’~~Common ~~Equity Requirement~~Stock”)~~. Nasdaq further indicated that~~, asat ofa ~~the~~ratio ~~date~~ of ~~the Notice, the Company did not comply with certain requirements under the alternative standards set forth in Nasdaq Listing Rules 5450(b)(2) and 5450(b)(3)~~ 1-for-23 ~~continued listing on~~ (the ~~Nasdaq~~“Reverse ~~Global~~Stock ~~Select Market~~Split”). The ~~Notice~~Reverse isStock inSplit ~~addition~~will tobe ~~the~~effective ~~previously~~as ~~disclosed letter received on August 22, 2023, notifying the Company that it was not in compliance with the requirement to maintain a minimum bid price~~ of ~~$1.~~5:00 ~~per~~p.m. ~~share~~eastern ~~for~~time ~~continued listing~~ on ~~Nasdaq~~February 1, as2024 ~~set~~(the ~~forth~~“Effective ~~in Nasdaq Listing Rule 5450(a~~Date”)~~(1)~~.

~~The~~Reason ~~Notice~~for ~~has no immediate impact on~~ the ~~listing~~Reverse ofStock ~~the Company’s common stock on Nasdaq, and the Company’s listing remains fully effective.~~ Split

~~Under~~The ~~Nasdaq Rules, the~~ Company ~~has~~is ~~until~~effecting ~~March~~the 4,Reverse ~~2024,~~Stock toSplit ~~submit a plan~~ to ~~regain~~satisfy ~~compliance (~~the ~~“Compliance Plan”)~~$1.00 Ifminimum ~~the~~bid ~~Compliance~~price ~~Plan is accepted~~requirement, ~~Nasdaq~~as ~~can~~set ~~provide~~forth ~~the~~in ~~Company~~Listing anRule ~~extension~~5450(a)(1) ~~of up to 180 days from~~ (the ~~date~~“Minimum ofBid ~~notice~~Requirement”), tofor ~~cure~~continued ~~such~~ listing ~~deficiency.~~on ~~There~~the ~~can~~Nasdaq beStock noMarket ~~assurance~~LLC ~~that~~ (“Nasdaq”) ~~will~~exchange. ~~accept~~As ~~the~~previously ~~Compliance~~disclosed ~~Plan,~~on ~~and~~August if23, ~~Nasdaq does not accept the Compliance Plan~~2023, the Company ~~will~~received ~~have~~a ~~the~~letter ~~opportunity~~from ~~to appeal the determination to the~~ Nasdaq ~~Hearings~~on ~~Panel~~August ~~which~~22, ~~has~~2023, ~~the~~indicating ~~authority~~that tofor ~~grant~~ the ~~Company~~then anlast ~~additional~~thirty ~~extension~~(30) ofconsecutive ~~time~~business ~~of up to 180 calendar~~ days, ~~to regain compliance. If~~ the Company ~~fails~~was tonot ~~regain~~in compliance with ~~these requirements or to submit an acceptable Compliance Plan to Nasdaq within~~ the ~~time~~Minimum ~~allotted,~~Bid ~~the Company will be subject to delisting from the Nasdaq Global Select Market~~Requirement.

~~The~~In ~~Company~~accordance ~~intends~~with toListing ~~submit~~Rule 5810(c)(3)(A), the ~~Compliance~~Company ~~Plan~~has onbeen granted one-hundred eighty (180) calendar days, or ~~before~~until ~~March~~February 418, 2024, to regain compliance with the Minimum Bid Requirement (the “Compliance Period”). To regain compliance, the closing bid price of the Company’s Common Stock must be at least $1.00 per share for a minimum of ten (10) consecutive business during the Compliance Period.

IfEffects ~~the~~of ~~Common Stock ceases to be listed for trading on Nasdaq,~~ the ~~Company~~Reverse ~~would expect that the Common~~ Stock ~~would be traded on one of the three tiered marketplaces of the OTC Markets Group.~~ Split

~~Cautionary~~Effective ~~Statement~~Date; ~~regarding~~Symbol; ~~Forward~~CUSIP Number. The Reverse Stock Split becomes effective with Nasdaq and the Common Stock will begin trading on a split-~~Looking~~adjusted ~~Statements~~ basis at the open of business on the day following the Effective Date. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 128126208. The trading symbol for the Company, CAMP, will not be changed.

~~This~~Split ~~current~~Adjustment; ~~report~~Treatment onof ~~Form~~Fractional ~~8-K~~Shares. ~~(this~~On ~~“Current~~the ~~Report”)~~Effective ~~includes~~Date, ~~“forward-looking~~the ~~statements”~~total ~~within~~number ~~the~~of ~~meaning~~shares of ~~Section~~Common ~~27A~~Stock held by each stockholder of the ~~Securities~~Company ~~Act~~will ofbe ~~1933,~~converted asautomatically ~~amended,~~into (i) the number of issued and ~~Section~~outstanding ~~21E~~shares of Common Stock held by each such stockholder immediately prior to the ~~Securities~~Reverse ~~Exchange~~Stock ~~Act~~Split ofdivided ~~1934,~~by as(ii) ~~amended~~23. ~~All~~Any ~~statements,~~fractional ~~other~~share ~~than~~of ~~statements~~Common ofStock ~~present~~that orwould ~~historical~~otherwise ~~fact~~result ~~included~~from inthe ~~this~~Reverse ~~Current~~Stock ~~Report,~~Split ~~are~~will ~~forward-looking~~be ~~statements.~~rounded ~~Forward-looking~~up ~~statements~~to ~~include,~~the ~~but~~nearest ~~are~~whole ~~not~~share ~~limited~~and, toas such, ~~statements~~any ~~regarding~~stockholder who otherwise would have held a fractional share after giving effect to the ~~Company’s~~Reverse ~~Compliance~~Stock ~~Plan,~~Split ~~regaining~~will ~~with~~instead ~~compliance~~hold ~~with~~one ~~Nasdaq~~whole ~~listing~~share ~~standards,~~of the ~~Company's~~post-Reverse orStock ~~its~~Split ~~management~~Common ~~team’s~~Stock ~~expectations,~~after ~~hopes,~~giving ~~beliefs~~effect to the Reverse Stock Split. As a result, ~~intentions~~no orfractional ~~strategies~~shares ~~regarding~~will be issued in connection with the ~~future,~~Reverse Stock Split and ~~projections,~~no ~~forecasts~~cash or other ~~characterizations~~consideration ofwill ~~future~~be ~~events~~paid orin ~~circumstances,~~connection ~~including~~with any ~~underlying~~fractional ~~assumptions,~~shares ~~and~~that ~~are~~would ~~not~~otherwise ~~guarantees~~have ofresulted ~~future~~from ~~performance~~the Reverse Stock Split. The ~~words~~Company ~~“may,”~~intends ~~“will,”~~to ~~“anticipate,”~~treat ~~“believe,”~~stockholders ~~“expect,”~~holding ~~“continue,”~~shares ~~“could,”~~of ~~“estimate,”~~Common ~~“future,”~~Stock ~~“expect,”~~in “~~intends,”~~street ~~“may,~~name” ~~“might,”~~(that ~~“plan~~is,” ~~“possible,”~~held ~~“potential,”~~through ~~“aim,”~~a ~~“strive~~bank,” ~~“predict,”~~broker ~~“project,”~~or ~~“should,”~~other ~~“would”~~nominee) ~~and~~in ~~similar~~the ~~expressions~~same ~~may~~manner ~~identify~~as ~~forward-looking~~stockholders ~~statements~~of record whose shares of Common Stock are registered in their names. Banks, ~~but~~brokers or other nominees will be instructed to effect the ~~absence~~Reverse Stock Split for their beneficial holders holding shares of our Common Stock in “street name;” however, these ~~words~~banks, ~~does~~brokers ~~not~~or ~~mean~~other ~~that~~nominees amay ~~statement~~apply istheir ~~not~~own ~~forward-looking~~specific procedures for processing the Reverse Stock Split.

~~These~~Also ~~forward-looking~~on ~~statements~~the ~~reflect~~Effective ~~our~~Date, ~~current~~all ~~views~~options, ~~with~~warrants ~~respect~~and toother ~~future~~convertible ~~events~~securities ~~and~~of ~~financial~~the ~~performance~~Company ~~and~~outstanding ~~are~~immediately ~~subject~~prior to ~~certain~~the ~~risks~~Reverse ~~and~~Stock ~~uncertainties~~Split ~~that~~will ~~are~~be ~~difficult~~adjusted toby ~~predict,~~dividing ~~including, without limitation,~~ the ~~impact~~number of ~~adverse~~shares ~~and~~of ~~uncertain~~Common ~~economic~~Stock ~~conditions~~into inwhich the ~~U.S. and international markets~~options, ~~the~~warrants ~~sufficiency of our cash~~ and ~~cash~~other ~~equivalents~~convertible tosecurities ~~meet~~are ~~our~~exercisable ~~liquidity~~or ~~needs~~convertible ~~and~~by ~~service~~23 ~~our indebtedness, our ability to regain compliance with Nasdaq listing standards~~ and ~~the~~multiplying ~~impact~~ the ~~failure~~exercise ~~thereof~~or ~~would~~conversion ~~have~~price onthereof ~~the~~by ~~Company~~23, ~~product~~all ~~demand, competitive pressures and pricing declines~~ in ~~our~~accordance ~~markets,~~with the ~~timing~~terms of ~~customer~~the ~~approvals of new product designs~~plans, ~~intellectual~~agreements ~~property infringement claims, interruption~~ or ~~failure~~arrangements ofgoverning ~~our~~such ~~Internet-based~~options, ~~systems~~warrants ~~used to wirelessly configure~~ and ~~communicate~~other ~~with~~convertible ~~the~~securities ~~tracking~~ and ~~monitoring~~subject ~~devices~~to ~~that~~rounding ~~we sell, global component supply shortages due~~ to ~~ongoing supply chain constraints, phased implementation of our ERP system,~~ the ~~effect~~nearest ofwhole ~~tariffs~~share. onSuch ~~exports~~proportional ~~from~~adjustments ~~China~~will ~~and~~also ~~other~~be ~~countries,~~made ~~the~~to ~~ongoing effects of~~ the ~~COVID-19~~number ~~pandemic (including its effect on the supply~~ of ~~labor),~~shares and ~~other~~restricted ~~risks~~stock ~~and~~units ~~uncertainties~~issued ~~that~~and ~~are~~issuable ~~set~~under ~~forth in Part I, Item 1A of~~ the ~~Annual~~Company’s ~~Report~~equity oncompensation ~~Form 10-K for the fiscal year ended February 28, 2023 as filed with the SEC on April 28, 2023~~plan.

~~For~~Certificated aand ~~discussion identifying additional important factors that could cause actual results to differ materially from those anticipated in the forward~~Non-~~looking~~Certificated ~~statements, see the Company’s filings with the U~~Shares.S. ~~Securities~~Stockholders ~~and~~who ~~Exchange~~are ~~Commission~~holding ~~including,~~their ~~but~~shares ~~not limited to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors”~~ in ~~the~~electronic ~~Company’s~~form Quarterly Report on Form 10-Q for the quarter ended November 30, 2023, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended February 28, 2023. The Company’s filings may be accessed through the Investor Relations page of its website, investor.calamp.com, or through the website maintained by the SEC at ~~www.sec.gov.~~brokerage ~~Forward-looking~~firms ~~statements~~do ~~speak only as of the date they are made. Readers are cautioned~~ not need to ~~put~~take ~~undue~~any ~~reliance on forward-looking statements~~action, ~~and, except~~ as ~~required~~the byeffect ~~law,~~of the ~~Company~~Reverse ~~assumes~~Stock noSplit ~~obligation~~will ~~and~~automatically ~~does~~be ~~not~~reflected ~~intend~~in totheir ~~update~~brokerage ~~or revise these forward-looking statements, whether as a result of new information, future events, or otherwise~~accounts.

After the Reverse Stock Split becomes effective, the Company’s transfer agent and registrar, Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC) (“Equiniti”) will mail instructions for submitting paper certificates in exchange for new certificates reflecting the Reverse Stock Split. Equiniti can be contacted at (718) 921-8288, but stockholders should not submit their paper certificates until they receive and complete the instructions for transmittal which Equiniti will mail to them.

Certificate of Amendment. The Company will effect the Reverse Stock Split pursuant to the Company’s filing of a certificate of amendment of the Company’s amended and restated certificate of incorporation (the “Certificate”) with the Delaware Secretary of State effective at 5:00 p.m. eastern time on January 25, 2024, in accordance with Delaware Law. A copy of the Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Stockholder Approval. At the Company’s Special Meeting held on January 25, 2024, the stockholders approved a proposal to grant the Board of Directors discretion to implement a reverse stock split in a range of one-for-ten up to one-for-fifty. As such the Reverse Stock Split was approved in accordance with Delaware law.

Capitalization. As of January 24, 2024, there were 37,969,389 shares of Common Stock outstanding. As a result of the Reverse Stock Split, there will be approximately 1,650,843 shares of Common Stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares). The Reverse Stock Split will not have any effect on the stated par value of the Common Stock. The Total number of the Company’s authorized shares of Common Stock shall not be affected by the foregoing.

Immediately after the Reverse Stock Split, each stockholder’s relative ownership in the interest in the Company and proportional voting power will remain virtually unchanged except for minor changes and adjustments that will result from rounding fractional shares into whole shares.

Item 5.03. Amendments to Articles of Incorporation or Bylaws

The information set forth in Item 3.03 of this Current Report on Form 8-K with respect to the Company’s amended and restated certificate of incorporation effecting the Reverse Stock Split is incorporated by reference into Item 5.03 of this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders

A special meeting of stockholders (the “Special Meeting”) of the Company was held on January 25, 2024. 27,757,130 shares of the Company’s Common Stock (including shares represented by proxy) were present at the Special Meeting, representing approximately 73.06% of the shares of the Common Stock outstanding as of November 30, 2023, the record date for the Special Meeting, and a quorum.

Matters submitted to the stockholders and voted upon at the Special Meeting, which are more fully described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on December 12, 2023, were (i) to authorize the Board to amend the Company’s Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split of the Company’s outstanding shares of Common Stock at a reverse stock split ratio in the range of one-for-ten through one-for-fifty (the “Reverse Stock Split Proposal”), and (ii) to approve the postponement or adjournment of the Special Meeting if necessary or appropriate, to permit further solicitation and vote of proxies if there were insufficient votes to approve the Reverse Stock Split Proposal (the “Adjournment Proposal”).

At the Special Meeting, the Company’s stockholders approved the two proposals. The final results were as follows:

(1)

Approval of the Reverse Stock Split Proposal by the stockholders of the Company, voting as a single class:


For	Against	Abstain
25,240,754	2,490,754	25,622

(2)

Approval of the Adjournment Proposal by the stockholders of the Company, voting as a single class:


For	Against	Abstain
25,175,826	2,535,765	45,539

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


3.1	Second Certificate of Amendment of the Amended and Restated Certificate of Incorporation of CalAmp Corp.
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.

			CALAMP CORP.
Date:	January 1925, 2024	By:	/s/ Jikun Kim
			Jikun KimSenior Vice President and CFO(Principal Financial Officer)

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