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): August 2 23, 2024

EDGIO, INC.

(Exact name of ~~Registrant~~registrant as specified in its charter)

Delaware	001-33508	20-1677033
(State or other jurisdiction ofincorporation or organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification Number)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

11811 N. Tatum Blvd, Suite 3031

11811 North Tatum Blvd., Suite 3031

Phoenix, AZ

85028

(Address of principal executive offices)

(zip code)

~~Phoenix~~Registrant’s telephone number, AZincluding ~~85028~~area code: (602) 850-5000

(Address, including zip code, of principal executive offices)

(602) 850-5000

(Registrant’s telephone number, including area code)

Limelight Networks, Inc.

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	TradingSymbol(s)	Name of ~~exchangeon~~each exchange on which registered
Common stock, par value $0.001 per share	EGIO	NASDAQ Capital Market
Common Stock, $0.001 par value per share	EGIO	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 ~~(see General Instruction A.2. below)~~:

☐	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging ~~growth~~Growth ~~company~~ 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~~Introduction ~~5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~

~~Appointment~~As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on November 15, 2023, Edgio, Inc. a Delaware corporation (the “Company” or “we”), on November 14, 2023, entered into a credit agreement that provides a senior secured term loan credit facility (the “Credit Agreement”) with Lynrock Lake Master Fund LP (“Lynrock”). On November 14, 2023, the Company also entered into a private exchange with Lynrock of ~~Directors~~its 3.50% Convertible Senior Notes due 2025 for the new (3.5% cash / 16% PIK) Senior Secured Convertible Notes due 2027 (the “Notes”). The Credit Agreement obligations and the Notes obligations are secured by a first priority lien on substantially all assets of the Company and its domestic subsidiaries (collectively, the “Collateral”), and the liens securing the Credit Agreement obligations rank pari passu with the liens securing the Notes obligations and guaranteed by all existing wholly-owned domestic subsidiaries and future subsidiaries (collectively, the “Guarantors”).

OnThe ~~August 2,~~foregoing ~~2024,~~description of the ~~Board~~Credit ~~determined~~Agreement toand ~~increase~~ the ~~size~~Notes ofdoes ~~the~~not ~~Board~~purport ~~from~~to ~~four~~be ~~(4) directors~~complete toand ~~five~~is ~~(5) directors.~~qualified Asin ~~previously~~its ~~reported,~~entirety onby ~~June 24,~~reference ~~2024,~~to ~~Mio~~the ~~Babic~~full ~~resigned~~text ~~from~~of ~~his~~the ~~role~~Credit asAgreement ~~member~~and ofBase ~~the~~Indenture ~~Board,~~(as ~~effective~~defined ~~immediately~~below), ~~thereby~~which ~~reducing~~were ~~the~~filed ~~Board~~as toExhibits ~~four (4) directors~~10.1 ~~Effective~~and ~~August 2~~4.1, ~~2024~~respectively, ~~Eugene~~to I.the ~~Davis~~Current ~~was~~Report ~~appointed~~on toForm 8-K filed by the ~~Board~~Company aswith athe ~~Class~~SEC on November II15, ~~director~~2023, toand ~~fill~~are ~~the~~incorporated ~~vacancy~~by reference herein.

~~Eugene~~Item I1.01 ~~Davis,~~Entry ~~age 69,~~into has over the course of the past 40 years, served as chairman, chairman of audit, compensation, nominating and governance, finance, and special committees, director, chief executive officer or chief restructuring officer of more than 250 public and private companies and businesses operating in diverse sectors, including consumer products and retail. He is currently the Chairman and Chief Executive Officer of PIRINATE Consulting Group, LLC, a ~~privately~~Material ~~held~~Definitive ~~consulting firm specializing in turnaround management, merger and acquisition consulting and strategic planning advisory services for domestic and international public and private business entities~~Agreement. Mr. Davis has extensive leadership, finance and governance experience, has served in an executive capacity in a broad range of industries and has led the restructuring efforts at a number of companies. Mr. Davis recently joined the Board of Fossil Group, Inc. (NASDAQ: FOSL) in March 2024. During the past five years, Mr. Davis was a member of the board of directors of each of Aeromexico, Babylon Holdings Limited, Bluestem Group Inc., F45 Training Holdings Inc., GTT Communications, Inc., Hycroft Mining Holding Corporation, Loyalty Ventures Inc., MediaMath Holdings, Inc., Parker Drilling Company, PGX Holdings, Inc., Skillsoft Corp., Verso Corporation, and VICI Properties Inc. In his capacity as an executive, director and advisor he has managed, restructured, sold, liquidated and advised businesses across multiple sectors on business transformations, complex transactions, operational turnarounds and leadership succession planning.

~~Mr. Davis~~Priority ~~will~~Senior ~~serve~~Secured asCredit ~~the~~Agreement new Chairman of the Transaction Committee, a special committee of the Board. Mr. Davis will fill a vacancy in Class II on the Board of Directors and will hold such office until the 2024 annual meeting of stockholders of the Company, or until his successor is duly elected and qualified. There are no transactions in which Mr. Davis had or has an interest that require disclosure under Item 404(a) of Regulation S-K.

~~The~~On ~~Company~~August 23, ~~has~~2024, ~~also~~the Company entered into ana ~~Independent~~priority ~~Director~~credit ~~Agreement~~agreement that provides for a new senior secured term loan credit facility (the “~~Director~~Priority Credit Agreement”) with ~~Mr.~~Lynrock ~~Davis~~as inlender ~~connection~~(the ~~with~~Priority ~~his~~Credit ~~appointment.~~Agreement, ~~Under~~together with the ~~terms~~Notes ofand the ~~Director~~Credit Agreement, Mrthe “Debt Agreements”). ~~Davis~~The ~~will~~Priority ~~serve~~Credit asAgreement ~~Chairman~~is ofsecured by a ~~special~~first ~~committee~~priority oflien on the ~~Board~~Collateral, ~~receive~~ranking asenior ~~flat~~in ~~fixed~~priority ~~cash~~over ~~fee~~the ofexisting ~~forty~~security ~~thousand~~interests ~~dollars~~securing the obligations under the Credit Agreement and the Notes, provides for term loans in the aggregate principal amount of $9,146,000 (less an upfront fee to the lender of 18%, yielding $407,500,000 of net cash proceeds to be used for working capital purposes), which bear interest at a rate of 19.5% per ~~month~~annum, payable monthly and ~~serve~~is aguaranteed ~~minimum~~by ~~term~~each of ~~six~~the ~~(6)~~Company’s ~~months~~domestic onsubsidiaries. The terms of the ~~Board.~~Priority ~~Mr.~~Credit ~~Davis’~~Agreement ~~term~~are ~~may~~substantially ~~end~~similar into those of the ~~event~~Credit Agreement. The maturity date of ~~death~~the orPriority ~~disability~~Credit ~~sufficient~~Agreement tois ~~prevent~~February 23, ~~competent~~2025. ~~performance~~In connection therewith, the Company has entered into a priority lien intercreditor agreement (the “Priority Intercreditor Agreement”), dated as of ~~his~~August 23, ~~duties~~2024, ~~termination~~among byLynrock ~~mutual~~(in ~~agreement~~its capacity as lender under each of the ~~Company~~Priority Credit Agreement and Mrthe Credit Agreement) and U.S. ~~Davis~~Bank Trust Company, ~~removal~~National byAssociation ~~way~~as ofthe aNotes ~~shareholder~~Collateral ~~vote~~Agent, ~~legal~~the ~~disbarment~~Company ~~from~~and ~~service~~the assubsidiary aguarantors ~~director~~of the company party thereto, orwhich ~~resignation~~Priority ~~from~~Intercreditor Agreement subordinates the ~~Board~~existing ~~upon~~security interests securing the ~~request~~obligations ofunder athe ~~majority~~Credit ofAgreement and the ~~directors~~Notes ~~(other~~to ~~than~~the ~~Mr.~~security ~~Davis)~~interests securing the obligations under the Priority Credit Agreement.

Supplemental Indenture

In connection with the consummation of the Priority Intercreditor Agreement, the Company, the Guarantors, and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Notes Collateral Agent”), entered into the First Supplemental Indenture, dated as of August 23, 2024 (the “First Supplemental Indenture”), to the Indenture and First Amendment to the Collateral Agreement, dated as of November 14, 2023, between the Company, the Guarantors, the Trustee and the Notes Collateral Agent (the “Base Indenture”), relating to the Notes and the Collateral Agreement, dated as of November 14, 2024, between the Company, the subsidiary grantors thereto and the Note Collateral Agent, relating to the Collateral and the Notes.

The First Supplemental Indenture, among other things, provides that the Notes Collateral Agent is authorized, directed and instructed by the Company to execute and deliver the Priority Intercreditor Agreement and incorporates the concepts of the Priority Credit Agreement, Priority Intercreditor Agreement and the subordination of the secured obligations under the Notes to the secured obligations under the Priority Credit Agreement into the Base Indenture.

The foregoing description of the First Supplemental Indenture does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the First Supplemental Indenture. The First Supplemental Indenture is included as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01, regarding the Priority Credit Agreement, of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description

4.1		Supplemental Indenture between Edgio, Inc. and its subsidiary guarantors and U.S. Bank Trust Company, National Association dated August 23, 2024 (furnished herewith).

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 7, 2024	Edgio, Inc.
August 29, 2024	EDGIO, INC.
	By:	/s/ Richard Diegnan
	/s/ Richard P. Diegnan
		Richard Diegnan
	Richard P. Diegnan
	Chief Legal Officer & Secretary

Filing Compare · Edgio, Inc.