UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

~~January~~February 26, 2024 Date of Report (Date of earliest event reported)

Sonic Foundry, Inc.
(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction
of incorporation)

000-30407
(Commission
File Number)

39-1783372
(IRS Employer
Identification No.)

222 W. Washington Ave

Madison, WI 53703
(Address of principal executive offices)

(608) 443-1600

(Registrant's telephone number)

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: None

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 12.01 ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

On ~~January 2~~February 9, 2024, Sonic Foundry, Inc. (the “Company”) ~~and~~consummated ~~Sonic~~the ~~Foundry~~previously-announced ~~Media~~sale ~~Systems,~~of ~~Inc.,~~(1) aall ~~wholly-owned~~of ~~subsidiary~~the assets of the Company and its wholly owned subsidiary Sonic Foundry Media Systems, Inc. (“SFMS” and, collectively with the Company, the “Sellers”), ~~entered~~relating ~~into~~to athe ~~Stock~~Mediasite ~~and~~business ~~Asset~~other ~~Purchase~~than ~~Agreement~~certain specified excluded assets and (2) all of the ~~"Purchase~~outstanding ~~Agreement")~~equity ~~with~~interests ~~Enghouse~~in ~~Systems~~the ~~Limited~~Company’s two foreign subsidiaries, Sonic Foundry International B.V. (~~"Parent"~~formerly Media Mission B.V.) located in the Netherlands and ~~three~~Mediasite ~~wholly-owned~~K.K. ~~subsidiaries~~located ofin ~~Parent~~Japan (such transactions collectively, the “~~Buyer~~Mediasite Asset Sale”), pursuant to ~~which,~~that ~~upon~~certain ~~the~~Stock ~~terms~~ and ~~subject~~Asset toPurchase ~~the~~Agreement, ~~satisfaction~~dated oras ~~waiver~~ of January 2, 2024 (the ~~conditions~~“Purchase ~~therein~~Agreement”), by and among the Company, ~~will~~SFMS, ~~sell~~Enghouse ~~the~~Systems ~~assets~~Limited (“Enghouse”) and certain wholly owned subsidiaries of ~~its~~Enghouse ~~Mediasite~~(collectively, ~~business~~the ~~including~~“Buyer”). ~~its~~The ~~Japanese~~Purchase ~~and~~Agreement ~~Dutch~~was ~~subsidiaries~~previously filed as an annex to the ~~Buyer~~Company’s ~~for~~Definitive ~~$15~~Proxy Statement filed with the U.5S. ~~million~~Securities inand ~~cash~~Exchange Commission (~~subject~~the to“SEC”) ~~certain~~on ~~price~~January ~~adjustments~~16, ~~summarized~~2024 ~~below~~(the “Proxy Statement”).

~~Under~~Pursuant ~~the~~to ~~terms of~~ the Purchase Agreement, atthe Buyer has acquired the ~~closing~~Mediasite business and assumed certain liabilities for a purchase price of $15.5 million, which the ~~Sellers~~Company estimates will ~~sell~~provide it with approximately $2.2 million in cash at closing after repayment the Company’s outstanding debt to Neltjeberg Bay Enterprises, LLC, payment of amounts due to certain suppliers and estimated expenses relating to the transaction, and the Buyer's (holdback of $1.0 million (the “Holdback”) ~~all~~which ofwill ~~the~~be ~~assets~~payable ofto the Sellers ~~relating~~on the one year anniversary of closing to the ~~Mediasite~~extent ~~business~~such ~~other~~amount ~~than~~is ~~certain~~not ~~specified~~reduced ~~excluded~~by ~~assets~~purchase ~~and~~price ~~(2)~~adjustments ~~all~~or ofindemnity or other claims under the ~~outstanding~~Purchase ~~equity~~Agreement. ~~interests~~Post-closing adjustments to the purchase price in the ~~Company’s~~Purchase ~~two~~Agreement ~~foreign~~include ~~subsidiaries,~~a ~~Sonic~~final ~~Foundry~~calculation ~~International~~of ~~B.V.~~the ~~(formerly~~amount ~~Media~~by ~~Mission~~which ~~B.V.)~~the ~~located~~Sellers’ innet cash assets at closing were less than $0 to adjust the ~~Netherlands~~estimated ~~and~~net ~~Mediasite~~cash ~~K.K.~~assets ~~located~~adjustment inat ~~Japan~~closing ~~(such~~which ~~transactions~~reduced ~~collectively~~the purchase price paid at closing by $4.1 million, and the ~~“Mediasite~~amount ~~Asset~~of ~~Sale”)~~Transferred Company Debt owed by its Japanese subsidiary of $0.6 million. The ~~Buyer~~Purchase ~~will~~Agreement ~~only~~also ~~assume~~contains ~~certain~~provisions ~~liabilities~~to ~~relating~~reduce tothe purchase price based the ~~Mediasite~~amount ~~business~~of ~~that~~accounts ~~are~~receivable ~~specified~~included in the ~~Purchase~~transferred ~~Agreement.~~assets ~~The~~after ~~Sellers~~closing ~~will~~that ~~retain~~remains ~~the~~uncollected ~~assets~~180-days ~~exclusively~~after ~~related~~closing to(or in the ~~Vidable™~~case of certain unbilled accounts, one year after closing) and ~~Global~~based ~~Learning~~on ~~Exchange™~~the ~~businesses~~amount (of inventory included in the ~~“Retained~~transferred ~~Businesses”)~~assets that remains unsold one year after closing.

AsFollowing ~~consideration~~the ~~for~~closing of the Mediasite Asset Sale, the ~~Buyer~~Company’s ~~has~~business ~~agreed~~operations are limited to ~~pay~~the Vidable and Global Learning Exchange businesses, both of which generate limited revenues, negative cash flow and significant losses. As of the ~~Sellers~~date of this report, the Company owes approximately $146.58 million into ~~cash~~Mark ~~at closing~~Burish, ~~subject~~and tothe ~~adjustment~~Company asmay ~~set~~borrow ~~forth~~additional amounts from Mr. Burish if he agrees in ~~the~~order ~~Purchase~~to ~~Agreement,~~provide ~~and~~funds ~~pay~~for the ~~Sellers~~Company’s abusiness. ~~holdback~~The ~~amount~~Company ofalso owes approximately $13.0 million onto various trade creditors as of the ~~one~~date ~~year~~of ~~anniversary~~this report. The Company’s Board of ~~closing~~Directors plans to evaluate a number of strategic alternatives for the ~~extent~~Company’s ~~such~~business ~~amount~~after isthe ~~not~~closing ~~reduced~~of bythe ~~purchase~~Mediasite ~~price~~Asset ~~adjustments~~Sale, orwhich ~~indemnity~~alternatives include selling some or ~~other~~all ~~claims~~of ~~under~~the Company’s assets (including a potential sale of the ~~Purchase~~Company’s ~~Agreement.~~Global ~~The~~Learning ~~adjustments~~Exchange business to Mr. Burish in exchange for debt relief), restructuring the ~~purchase~~Company’s ~~price~~debt into Mr. Burish or seeking to obtain additional equity capital or other capital to refinance the ~~Purchase~~Company’s ~~Agreement~~debt. ~~include~~There acan ~~reduction~~be inno assurance that the ~~purchase~~Company ~~price~~will ~~equal~~be able to reach any agreement with Mr. Burish or as to the ~~amount~~terms byof ~~which~~any such agreement. In addition, the ~~Sellers~~Company’s ~~net~~ability ~~cash~~to ~~assets~~raise atcapital ~~closing~~will ~~are~~depend ~~less~~on ~~than~~the ~~$0.~~capital ~~The~~markets ~~Purchase~~and ~~Agreement~~its ~~also~~financial ~~contains~~condition ~~provisions~~at tosuch ~~reduce~~time, and will be challenging due to the ~~purchase~~reduced ~~price~~size ~~based~~of the Company’s operations, the large amount of ~~accounts~~its ~~receivable~~outstanding ~~included~~debt inand the ~~transferred~~recent ~~assets~~delisting ~~after~~of ~~closing~~the ~~that~~Company’s ~~remains~~common ~~uncollected~~stock ~~180-days~~from ~~after~~the ~~closing~~NASDAQ ~~(or~~Capital inMarket. ~~the~~The ~~case~~Company may not be able to engage in any of ~~certain~~these ~~unbilled~~activities ~~accounts~~or engage in these activities on desirable terms, ~~one~~which ~~year~~could ~~after~~result ~~closing)~~in ~~and~~a ~~based~~default on the ~~amount~~Company’s ofdebt ~~inventory~~obligations, ~~included~~its ininability to continue as a going concern and the ~~transferred~~loss ~~assets~~of ~~that~~all ~~remains~~or ~~unsold~~a ~~one~~substantial ~~year~~part ~~after~~of ~~closing~~the value of the Company’s common stock.

The Company’s board of directors has approved the transaction. Closing of the sale of the Mediasite business is subject to approval by the holders of at least two-thirds of the outstanding shares of common stock of the Company, as well as a number of other customary closing conditions. In connection with the execution of the Purchase Agreement, solely in their respective capacities as stockholders of the Company, each of our executive officers and directors and one other significant stockholder who beneficially owns greater than 5% of the Company’s outstanding common stock has executed and delivered a Support Agreement pursuant to which, among other things, each such stockholder has agreed, subject to the terms of such Support Agreement, to vote all shares of the Company’s common stock beneficially owned by such stockholder in favor of the approval of the Purchase Agreement and the Mediasite Asset Sale.

The Sellers, Parent and the Buyer have made customary representations, warranties and covenants in the Purchase Agreement, including, among others, covenants that each of the Sellers will conduct its business in the ordinary course during the period between the execution of the Purchase Agreement and the closing of the transaction and refrain from taking a number of restricted actions. In addition, during such period, the Company may not solicit or initiate discussions with third parties regarding proposals to acquire the Company or the Mediasite business. The Company may respond to unsolicited proposals to acquire the Company or the Mediasite business, subject to certain restrictions on its ability to respond to such proposals as provided in Purchase Agreement. These restrictions do not apply to proposals solely with respect to the Retained Businesses.

The Company’s board of directors is permitted to change its recommendation that its stockholders vote in favor of the Mediasite Asset Sale in response to an unsolicited proposal from a third party to acquire the Company or the Mediasite business that constitutes a superior proposal, subject to certain limitations set forth in the Purchase Agreement.

The Purchase Agreement contains termination rights for both the Sellers and the Buyer, including the right by the Sellers to terminate the Purchase Agreement prior to obtaining the required approval of the Mediasite Asset Sale by the Company’s stockholders if the Company's board of directors determines that a proposal from a third party to acquire the Company or the Mediasite business constitutes a superior proposal and simultaneous with such termination the Company enters into a definitive acquisition agreement providing for such superior proposal. In addition, the Purchase Agreement provides that, if the Sellers or the Buyer terminate the Purchase Agreement under specified circumstances, the Sellers will be obligated to pay the Buyer a termination fee of $450,000. The Purchase Agreement also provides that if the Buyer terminates the Purchase Agreement due to the Company's failure to obtain the required approval of its stockholders, the Company will be obligated to pay the Buyer a termination fee of $100,000.

The Purchase Agreement contains indemnification rights for both the Sellers and the Buyer whereby such party agrees to indemnify the other party for certain losses suffered, sustained, incurred or paid by the other party and certain related parties with respect to any breach of any its representations or warranties in the Purchase Agreement, any breach of or failure by it to duly perform or observe any term, provision, covenant or agreement in the Purchase Agreement or (in the case of indemnification by the Sellers) any liabilities not expressly assumed by the Buyer in the Purchase Agreement. The Purchase Agreement contains customary terms and limits with respect to such indemnification rights as set forth in the Purchase Agreement.

The foregoing summary is qualified in its entirety by reference to the Purchase Agreement, which is attached as Exhibit 2.1 to this report and incorporated herein by reference in its entirety. The Purchase Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company or any of its subsidiaries. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement. The representations, warranties and covenants may have been made for the purposes of allocating risk between the Sellers and the Buyer instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.

Forward Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” or similar expressions and the negatives of those terms These types of statements address matters that are subject to many risks and uncertainties. Actual results could differ materially from the forward-looking guidance the Company provides. These risks and uncertainties include but are not limited to: the ~~risk~~amount ~~that~~of ~~the~~costs, ~~proposed~~fees ~~transaction~~and ~~may~~expenses ~~not~~related beto ~~completed~~the inMediasite aAsset ~~timely~~Sale; ~~manner~~additional orpotential atadjustments ~~all;~~to the ~~satisfaction~~purchase ofprice ~~conditions~~for tothe ~~completing~~Mediasite Asset Sale pursuant to the ~~transaction,~~Purchase ~~including~~Agreement which may reduce the ~~ability~~amount toof ~~secure~~the ~~approval~~Holdback bythe aCompany ~~two-thirds~~receives ~~vote~~or ofrequire the Company’s ~~stockholders~~to make payments to the Buyer; risks ~~that~~relating to plans for the ~~proposed~~Company ~~transaction~~after ~~could~~the ~~disrupt~~closing ~~current~~of ~~plans~~the ~~and~~Mediasite ~~operations;~~Asset ~~costs~~Sale, ~~fees~~the Company’s high level of debt and ~~expenses~~its ~~related~~ability to ~~the~~continue ~~proposed~~as ~~transaction~~a going concern; and other risks disclosed in the Company’s annual report on Form 10-K and its other filings with the ~~Securities and Exchange Commission (“~~SEC”). These filings can be accessed on-line at www.sec.gov and other websites or can be obtained from the Company’s investor relations department. All of the information and disclosures the Company makes in this report, including any forward-looking statements, are as of the date given and the Company assumes no obligation to update or change this information, regardless of subsequent events.

~~Additional~~Item ~~Information~~5.07. ~~about~~Submission ~~the~~of ~~Proposed~~Matters ~~Transaction~~to ~~and~~a ~~Where~~Vote ~~You~~of ~~Can~~Security ~~Find It~~Holders.

~~The~~A ~~Company plans to file a proxy statement with the SEC relating to a solicitation of proxies from its stockholders in connection with a~~ special meeting of the stockholders of the Company to(the be"Special Meeting") was held ~~for~~on ~~the~~February ~~purpose~~6, of2024 ~~voting~~to vote on matters relating to the ~~proposed~~Purchase ~~transaction~~Agreement. ~~BEFORE~~ ~~MAKING~~A ~~ANY~~total ~~VOTING~~of ~~DECISION~~12,139,360 ~~WITH~~shares ~~RESPECT~~of TOthe ~~THE PROPOSED TRANSACTION, THE COMPANY~~Company’Ss ~~SECURITY~~common ~~HOLDERS~~stock ~~ARE~~were ~~URGED~~eligible TOto ~~READ~~vote ~~THE~~at ~~PROXY~~the ~~STATEMENT~~Special ~~AND~~Meeting. ~~OTHER~~The ~~RELEVANT~~matters ~~MATERIALS~~voted ~~WHEN~~on ~~THEY~~at ~~BECOME~~the ~~AVAILABLE~~Special ~~BECAUSE~~Meeting ~~THEY~~were ~~WILL~~as ~~CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.~~follows:

~~The proxy statement and other relevant materials, and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC's website at www~~1.~~sec.gov.~~ InMediasite ~~addition,~~Asset ~~stockholders~~Sale of the Company may obtain free copies of the documents filed with the SEC by contacting Sarah Wilde at (608) 443-2018, or by writing to Sarah Wilde, Sonic Foundry, Inc., 222 W. Washington Ave, Madison, Wisconsin 53703.Proposal:

4 The stockholders voted to approve the Purchase Agreement, the sale of the Mediasite business as contemplated by the Purchase Agreement and the other transactions contemplated by the Purchase Agreement.

Interests of Certain Participants in the Solicitation

Votes For	Votes Against	Abstentions	Broker Non-Votes
9,411,113	161,624	875	0

~~The Company and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in favor of the proposed transaction~~2. ~~Other~~ ~~information~~Advisory ~~regarding~~Compensation the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.Proposal:

The stockholders voted to approve a non-binding, advisory proposal to approve compensation that will or may become payable to the Company’s named executive officers in connection with the Mediasite Asset Sale.

Votes For	Votes Against	Abstentions	Broker Non-Votes
9,213,726	302,835	57,051	0

3.	Adjournment Proposal:

The shareholders voted in favor of approving the adjournment of the Special Meeting.

Votes For	Votes Against	Abstentions	Broker Non-Votes
9,310,435	196,859	66,318	0

Item 9.01

Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed consolidated balance sheet of the Company as of September 30, 2023 and the unaudited pro forma condensed consolidated statement of operations of the Company for the year ended September 30, 2023 are incorporated by reference from the Proxy Statement.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No.		Document
2.1		Stock and Asset Purchase Agreement, dated as of January 2, 2024, among Sonic Foundry, Inc., Sonic Foundry Media Systems, Inc., Enghouse Interactive, Inc., Enghouse Holdings (UK) Limited, Enghouse (Netherlands) Holdings B.V. and Enghouse Systems Limited (incorporated by reference to Annex A of the Proxy Statement as filed with the SEC on January 16, 2024).
104		Cover Page Interactive 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 thereunto duly authorized.

Sonic Foundry, Inc.

(Registrant)

January 5, 2024	By:	/s/ Ken Minor
February 9, 2024	By: /s/ Ken Minor
	Ken Minor	~~Ken Minor~~
	Chief Financial Officer	~~Chief Financial Officer~~

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