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): March 1723, 2020

Telaria, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35982	20-5480343
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

222 Broadway, 16th Floor
New York, New York		10038
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (646) 723-5300

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:

x¨ 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 Securities Exchange Act of 1934:

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock, par value $0.0001		TLRA		New York Stock Exchange

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 8.01.

Other Events.

On March 17, 2020, Telaria, Inc., ~~a Delaware corporation~~ (“Telaria”), issued a press release announcing that, due to the emerging public health concerns ~~relating~~related to the coronavirus (COVID-19) pandemic, Telaria’s stockholders ~~will~~would ~~now~~ be ~~able~~permitted to virtually attend the previously scheduled special meeting of stockholders to be held on March 30, 2020 (the “Special Meeting”). Due to the rapidly evolving public health concerns relating to the novel COVID-19 pandemic and the spread of COVID-19 and governmental actions related thereto, including the State of New York’s Executive Order No. 202.6, dated March 18, 2020 directing the closure of all non-essential businesses, Telaria announced on March 23, 2020 its intent to convene and then immediately adjourn, without conducting any business, its Special Meeting scheduled to occur at 10:00 a.m. Eastern Time on March 30, 2020, to 10:05 a.m. Eastern Time on March 30, 2020 in a virtual meeting format only. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Number	~~Number~~	Description	~~Description~~
99.1	~~99.1~~	Press Release issued by Telaria, Inc., dated March 23, 2020	~~Press Release, dated March 17, 2020~~
104	~~104~~	Cover Page lnteractive Data File (embedded within the Inline XBRL document).	~~Cover Page lnteractive 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 hereunto duly authorized.

Date: March 17, 2020	Instructure, Inc.
Date: March 23, 2020	Instructure, Inc.
	By:	/s/ Aaron Saltz
		Aaron Saltz
		General Counsel

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