Registration of Additional Securities (up to 20%) (s-3mef)
January 25 2021 - 4:04PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Qumu
Corporation
(Exact
name of registrant as specified in its charter)
Minnesota
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41-1577970
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(State
or other jurisdiction
of
incorporation or organization)
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(I.R.S.
Employer
Identification
Number)
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400
S. 4th Street, Suite 401-412
Minneapolis,
MN 55415
(612)
638-9100
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(Address,
including zip code, and telephone number,
including
area code, of registrant’s principal executive offices)
TJ
Kennedy
President
and Chief Executive Officer
Qumu
Corporation
400
S. 4th Street, Suite 401-412
Minneapolis,
MN 55415
(612)
638-9100
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
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Copies
to:
April
Hamlin, Esq.
Ballard
Spahr LLP
2000
IDS Center
80
South 8th Street
Minneapolis,
MN 55402
(612)
371-3211
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Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. [ ]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [X] 333-233470
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[X]
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Smaller
reporting company
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[X]
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Emerging
growth company
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[ ]
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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 7(a)(2)(B) of the Securities Act.
[ ]
CALCULATION
OF REGISTRATION FEE
Title
of each class of securities to be registered
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Proposed
maximum aggregate offering price per (1)(2)
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Amount
of
registration
fee (3)
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Common stock, preferred
stock, warrants, subscription rights and units (4)
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$
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4,174,000
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$
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455.38
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(1)
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Represents
the additional amount of common stock, preferred stock, warrants, subscription rights, and/or units being registered.
Does not include the securities that the registrant previously registered on the Registration Statement on Form S-3 (File
No. 333-233470).
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(2)
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The
registrant previously registered common stock, preferred stock, warrants, subscription rights and units with a proposed maximum
aggregate offering price $30,000,000 on a Registration Statement on Form S-3 (File No. 333-233470), which was declared effective
by the Securities and Exchange Commission on September 5, 2019 (the “Prior Registration Statement”), and paid
a fee of $3,636.00 in connection therewith. The registrant sold $9,130,000 of its common stock as described in a prospectus
supplement dated November 7, 2019 to the Prior Registration Statement. In accordance with Rule 462(b) under the Securities
Act of 1933, as amended, the registrant is registering an additional amount of securities having a proposed maximum aggregate
offering price of no more than 20% of the maximum aggregate offering price of the remaining securities eligible to be sold
under the Prior Registration Statement.
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(3)
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Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.
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(4)
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Also
includes such indeterminate number of shares of common stock, shares of preferred stock, warrants, subscription rights, and/or
units. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.
The securities registered also include such (i) securities of the registrant as may be issued upon conversion of, or in exchange
for, warrants and/or preferred stock registered hereby, or (ii) securities of the registrant as may be issued upon exercise
of warrants or subscription rights registered hereby. In addition, pursuant to Rule 416 under the Securities Act, the shares
being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable
with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions
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This
registration statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as
amended.
EXPLANATORY
NOTE AND
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
This
Registration Statement on Form S-3 (the “Registration Statement”) is being filed with the Securities and Exchange
Commission (the “Commission”) with respect to the registration of additional shares of common stock, par value $0.01
per share (“Common Stock”) of Qumu Corporation (the “Company”) pursuant to Rule 462(b) under the Securities
Act of 1933, as amended (the “Securities Act”). This Registration Statement incorporates by reference the contents
of, including all amendments and exhibits thereto and all information incorporated by reference therein, the Registration Statement
on Form S-3 (File No. 333-233470) (the “Prior Registration Statement”), which the Commission declared effective on
September 5, 2019, and is being filed solely for the purpose of increasing the aggregate offering price of the Common Stock to
be offered in the public offering by $4,174,000. The additional shares of common stock that are being registered for issuance
and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price of the
remaining securities eligible to be sold under the Prior Registration Statement.
The
required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Duluth, State of Minnesota, on January 25, 2021.
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QUMU
CORPORATION
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By:
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/s/
TJ Kennedy
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TJ
Kennedy
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President
and Chief Executive Officer
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POWER
OF ATTORNEY
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following
persons on behalf of the registrant in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
TJ Kennedy
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President
and Chief Executive Officer (Principal Executive Officer), Director
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January
25, 2021
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TJ
Kennedy
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/s/
David G. Ristow
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Chief
Financial Officer (Principal
Financial
and Accounting Officer)
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January
25, 2021
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David
G. Ristow
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*
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Director
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January
25, 2021
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Neil
E. Cox
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/s/
Mary Chowning
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Director
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January
25, 2021
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Mary
Chowning
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*
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Director
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January
25, 2021
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Daniel
R. Fishback
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/s/
Edward D. Horowitz
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Director
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January
25, 2021
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Edward
D. Horowitz
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*
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Director
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January
25, 2021
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Kenan
Lucas
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*
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Director
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January
25, 2021
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Robert
F. Olson
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By:
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/s/
David G. Ristow
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David
G. Ristow
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Attorney-In-Fact
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EXHIBIT
INDEX
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