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): ~~June~~July 2012, 2019

YogaWorks, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-38151

47-1219105

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

5780 Uplander Way

Culver City, CA 90230

(Address of principal executive offices)

Registrant’s telephone number, including area code: (310) 664-6470

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 (see General Instructions 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))

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 $0.001 par value		YOGA		The Nasdaq Capital 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 53.0701 ~~Submission~~Notice of ~~Matters~~Delisting or Failure to Satisfy a ~~Vote~~Continued ofListing ~~Security~~Rule ~~Holders~~or Standard; Transfer of Listing.

On July 12, 2019, YogaWorks, Inc., ~~a Delaware corporation~~ (the “Company”) ~~held~~announced ~~its~~that ~~annual~~the ~~meeting~~Company ofhas ~~stockholders~~determined onit ~~June~~to ~~20,~~be ~~2019.~~in ~~The~~its ~~final~~best ~~voting~~interests ~~results~~to ~~relating~~proceed with plans to ~~the~~remove ~~matters~~its ~~voted~~common onstock atfrom ~~the~~listing ~~2019~~on ~~annual~~The ~~meeting~~NASDAQ ofStock ~~stockholders~~Market. ~~are~~The information set forth ~~below~~in the press release attached hereto as Exhibit 99.1 is incorporated into this Item 3.01.

~~Proposal~~The Company had previously received a notice from NASDAQ on December 12, 2018 that, as disclosed on an 8-K filed on December 12, 2018, based upon the closing bid price of the Company’s common stock for the preceding 30 consecutive business days, the Company no longer met the requirements to maintain a minimum bid price of $1.00 ~~Election~~per share, as set forth in NASDAQ Listing Rule 5450(a)(1), and were at risk of ~~Class~~being IIdelisted ~~Directors~~by NASDAQ. In accordance with NASDAQ Listing Rule 5810(c)(3)(A)(i), the Company was provided a period of 180 calendar days, or until June 10, 2019, in order to regain compliance. The Company has since been granted by NASDAQ an extension of an additional 180 calendar days to regain compliance, but has instead determined it advisable to proceed with voluntary delisting.

~~Stockholders~~Item ~~elected~~9.01 ~~the~~Financial ~~following~~Statements ~~Class II directors to the Board of Directors of the Company to serve until the 2022 annual meeting of stockholders~~ and ~~until their respective successors have been duly elected and qualified:~~Exhibits.

Nominee	For	Withheld	Broker Non-Votes
Brian T. Cooper	11,873,851	54,288	3,446,373
Rosanna C. McCollough	11,840,160	87,979	3,446,373

(d) Exhibits.

Proposal 2. Ratification of the Company’s Independent Registered Public Accounting Firm

Exhibit

Number

Description

99.1

Press release date July 12, 2019.

Stockholders ratified the appointment of BDO USA, LLP as the independent registered public accounting firm of the Company for the fiscal year ended December 31, 2019, in accordance with the voting results listed below:

For		Against		Abstain
15,319,546		34,279		20,687

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 thereunto duly authorized.

		YogaWorks, Inc.
Date: June 25, 2019	By:		/s/ Vance Chang
Date: July 15, 2019	By:		/s/ Vance Chang
			Vance Chang
			Chief Financial Officer

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