Form 8-K SONIC FOUNDRY INC For: Aug 10

August 15, 2022 11:59 AM EDT

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false 0001029744 0001029744 2022-08-10 2022-08-10
Washington, DC 20549
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
August 15, 2022 (August 10, 2022)
Date of Report (Date of earliest event reported)
Sonic Foundry, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation)
File Number)
(IRS Employer
Identification No.)
222 W. Washington Ave
Madison, WI 53703
(Address of principal executive offices)
(608) 443-1600
(Registrant's telephone number)
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 par value SOFO 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:
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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 3.01 Notice of Failure to Satisfy a Continued Listing Rule or Standard
On August 10, 2022, the Nasdaq Stock Market sent written notice to Sonic Foundry, Inc. (the “Company”) that due to the resignation of Taha Jangda from the Company’s board and audit committee on July 15, 2022, the Company no longer complies with Nasdaq’s independent director and audit committee requirements as set forth in Listing Rule 5605.
However, consistent with Listing Rules 5605(b)(1)(A) and 5605(c)(4), Nasdaq will provide the Company a cure period in order to regain compliance as follows:
• until the earlier of the Company’s next annual shareholders’ meeting or July 15, 2023; or
• if the next annual shareholders’ meeting is held before January 11, 2023, then the Company must evidence compliance no later than January 11, 2023.
The Company expects to regain compliance with the rules within the cure period and will submit documentation evidencing compliance to Nasdaq.

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.
August 15, 2022
/s/ Kenneth A. Minor
Kenneth A. Minor
Chief Financial Officer

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