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~~February 2516, 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 38.0301. ~~Material~~Other ~~Modification to Rights of Security Holders~~Events

On ~~January~~February 2516, 2024, ~~the~~CalAmp ~~Board~~Corp. ~~of Directors~~ (the “~~Board~~Company”) ofreceived ~~CalAmp~~written ~~Corp.,~~notification afrom ~~Delaware~~The ~~corporation~~Nasdaq ~~(the~~Stock Market LLC (“~~Company~~Nasdaq”) ~~approved~~that athe ~~reverse~~Company ~~stock~~has ~~split~~achieved ofcompliance with the ~~Company’s~~requirement ~~issued~~to ~~and~~maintain ~~outstanding~~a ~~shares~~minimum ofbid ~~common~~price ~~stock,~~of $01.0100 ~~par value~~ per share ~~(the~~for ~~“Common~~continued ~~Stock”)~~listing on Nasdaq, atas aset ~~ratio~~forth ofin Nasdaq Listing Rule 5450(a)(1~~-for-23~~) (the “~~Reverse~~Minimum ~~Stock~~Bid ~~Split~~Requirement”)., ~~The~~resolving ~~Reverse~~the ~~Stock~~deficiency ~~Split~~letter ~~will~~the beCompany ~~effective~~received asfrom ofNasdaq ~~5:00~~on ~~p.m.~~August ~~eastern~~22, ~~time~~2023, onwith ~~February~~respect 1,to ~~2024 (~~the ~~“Effective~~Minimum ~~Date”)~~Bid Requirement.

~~Reason~~As previously reported, the Company received a separate deficiency letter from Nasdaq on January 18, 2024 (the “Stockholders’ Equity Notice”), notifying the Company that it is not in compliance with the minimum stockholders’ equity requirement for continued listing in Nasdaq Listing Rule 5450(b)(1)(A), which requires listed companies to maintain stockholders’ equity of at least $10,000,000 (the ~~Reverse~~“Stockholders’ ~~Stock~~Equity ~~Split~~Requirement”). Under Nasdaq Rules, the Company has until March 4, 2024, to submit a plan to regain compliance with the Stockholders’ Equity Requirement. The Company intends to submit the compliance plan on or before March 4, 2024. For additional information about the Stockholders’ Equity Notice and its impact on the listing of the Company’s common stock on Nasdaq, see the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 19, 2024.

~~The~~Cautionary ~~Company~~Statement isregarding ~~effecting~~Forward-Looking ~~the~~Statements Reverse Stock Split to satisfy the $1.00 minimum bid price requirement, as set forth in Listing Rule 5450(a)(1) (the “Minimum Bid Requirement”), for continued listing on the Nasdaq Stock Market LLC (“Nasdaq”) exchange. As previously disclosed on August 23, 2023, the Company received a letter from Nasdaq on August 22, 2023, indicating that for the then last thirty (30) consecutive business days, the Company was not in compliance with the Minimum Bid Requirement.

InThis ~~accordance~~current ~~with~~report ~~Listing~~on ~~Rule~~Form ~~5810~~8-K (cthis “Current Report”)~~(3)(A)~~ includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the ~~Company~~Securities ~~has~~Exchange ~~been~~Act ~~granted~~of ~~one-hundred~~1934, ~~eighty~~as ~~(180)~~amended. ~~calendar~~All ~~days~~statements, other than statements of present or ~~until~~historical ~~February~~fact 18included in this Current Report, ~~2024~~are forward-looking statements. Forward-looking statements include, but are not limited to, ~~regain~~statements regarding the Company’s compliance plan, regaining with ~~the~~compliance ~~Minimum~~with ~~Bid~~Nasdaq ~~Requirement~~listing (standards, the ~~“Compliance~~Company’s ~~Period”).~~or Toits ~~regain~~management ~~compliance~~team’s expectations, hopes, beliefs, intentions or strategies regarding the ~~closing~~future, ~~bid~~and ~~price~~projections, forecasts or other characterizations of ~~the~~future ~~Company’s~~events ~~Common~~or ~~Stock~~circumstances, ~~must~~including beany atunderlying ~~least~~assumptions, $1and are not guarantees of future performance.00 ~~per~~The ~~share~~words ~~for~~“may,” a“will,” ~~minimum~~“anticipate,” of“believe,” ~~ten~~“expect,” ~~(10)~~“continue,” ~~consecutive~~“could,” ~~business~~“estimate,” ~~during~~“future,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “aim,” “strive,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the ~~Compliance~~absence ~~Period~~of these words does not mean that a statement is not forward-looking.

~~Effects~~These forward-looking statements reflect our current views with respect to future events and financial performance and are subject to certain risks and uncertainties that are difficult to predict, including, without limitation, the impact of adverse and uncertain economic conditions in the ~~Reverse~~U.S. ~~Stock~~and ~~Split~~international markets, the sufficiency of our cash and cash equivalents to meet our liquidity needs and service our indebtedness, our ability to regain compliance with Nasdaq listing standards and the impact the failure thereof would have on the Company, product demand, competitive pressures and pricing declines in our markets, the timing of customer approvals of new product designs, intellectual property infringement claims, interruption or failure of our Internet-based systems used to wirelessly configure and communicate with the tracking and monitoring devices that we sell, global component supply shortages due to ongoing supply chain constraints, phased implementation of our ERP system, the effect of tariffs on exports from China and other countries, the ongoing effects of the COVID-19 pandemic (including its effect on the supply of labor), and other risks and uncertainties that are set forth in Part I, Item 1A of the Annual Report on Form 10-K for the fiscal year ended February 28, 2023 as filed with the SEC on April 28, 2023.

~~Effective~~For ~~Date;~~a ~~Symbol;~~discussion ~~CUSIP~~identifying ~~Number.~~additional ~~The~~important ~~Reverse~~factors ~~Stock~~that ~~Split~~could ~~becomes~~cause ~~effective~~actual results to differ materially from those anticipated in the forward-looking statements, see the Company’s filings with ~~Nasdaq~~the U.S. Securities and ~~the~~Exchange ~~Common~~Commission ~~Stock~~including, ~~will~~but ~~begin~~not ~~trading~~limited to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the Company’s Quarterly Report on aForm ~~split~~10-~~adjusted~~Q ~~basis~~for at the ~~open~~quarter ended November 30, 2023, and “Management’s Discussion and Analysis of ~~business~~Financial onCondition and Results of Operations” and “Risk Factors” in the ~~day~~Company’s ~~following~~Annual Report on Form 10-K for the ~~Effective~~year ~~Date~~ended February 28, 2023. InThe ~~connection~~Company’s ~~with~~filings may be accessed through the ~~Reverse~~Investor ~~Stock~~Relations ~~Split~~page of its website, investor.calamp.com, or through the ~~CUSIP~~website ~~number~~maintained ~~for~~by the ~~Common~~SEC ~~Stock~~at ~~will~~www.sec.gov. ~~change~~Forward-looking tostatements ~~128126208~~speak only as of the date they are made. ~~The~~Readers ~~trading~~are ~~symbol~~cautioned ~~for~~not to put undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, ~~CAMP~~whether as a result of new information, ~~will~~future ~~not~~events, beor ~~changed~~otherwise.

Split Adjustment; Treatment of Fractional Shares. On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically into (i) the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Stock Split divided by (ii) 23. Any fractional share of Common Stock that would otherwise result from the Reverse Stock Split will be rounded up to the nearest whole share and, as such, any stockholder who otherwise would have held a fractional share after giving effect to the Reverse Stock Split will instead hold one whole share of the post-Reverse Stock Split Common Stock after giving effect to the Reverse Stock Split. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. The Company intends to treat stockholders holding shares of Common Stock in “street name” (that is, held through a bank, broker or other nominee) in the same manner as stockholders of record whose shares of Common Stock are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding shares of our Common Stock in “street name;” however, these banks, brokers or other nominees may apply their own specific procedures for processing the Reverse Stock Split.

Also on the Effective Date, all options, warrants and other convertible securities of the Company outstanding immediately prior to the Reverse Stock Split will be adjusted by dividing the number of shares of Common Stock into which the options, warrants and other convertible securities are exercisable or convertible by 23 and multiplying the exercise or conversion price thereof by 23, all in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities and subject to rounding to the nearest whole share. Such proportional adjustments will also be made to the number of shares and restricted stock units issued and issuable under the Company’s equity compensation plan.

Certificated and Non-Certificated Shares. Stockholders who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock Split will automatically be reflected in their brokerage 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:

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

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

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)


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~~February 2520, 2024	By:	/s/ Jikun Kim
			Jikun KimSenior Vice President and CFO(Principal Financial Officer)

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