ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 26, 2021, Qumu Corporation (the
“Company”) entered into a purchase agreement (the “Purchase Agreement”) with Craig-Hallum Capital Group
LLC, as underwriter (the “Underwriter”) relating to the underwritten public offering (the “Offering”)
of 3,225,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common
Stock”). Pursuant to the Purchase Agreement, the Company agreed to issue and sell the Shares to the Underwriter at a price
of $6.31125 per Share. The price to the public in the Offering was $6.75 per Share. In addition, under the
terms of the Purchase Agreement, the Company granted the Underwriter an option, exercisable for a period of 30 days after January
26, 2021, to purchase up to 483,750 additional shares of Common Stock to cover over-allotments, if any, on the same terms
and conditions. The Offering is scheduled to close on or about January 29, 2021, subject to the satisfaction of customary closing
conditions.
The
gross proceeds to the Company, before deducting underwriting discounts and commissions and other offering expenses, are approximately
$21.8 million, assuming the Underwriter’s option is not exercised. The Company expects to use the net proceeds of
the Offering for working capital and general corporate purposes.
The
Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as
amended, other obligations of the parties and termination provisions. The Company has agreed to reimburse the Underwriter for
up to $112,500 of its accountable expenses in connection with the offering.
Pursuant to the terms of the Purchase Agreement
and related lock-up agreements attached as Exhibit A to the Purchase Agreement (the “Lock-up Agreements”), the Company,
all of its directors and executive officers, and Harbert Discovery Fund, LP, a significant shareholder of the Company, also agreed
not to sell or transfer any shares of Common Stock held or later acquired by them for a period of 90 days after January 26, 2021,
without first obtaining the written consent of the Underwriter, subject to certain exceptions, extensions and terms as set forth
in the Purchase Agreement and the Lock-up Agreements.
The Offering was made pursuant to the Company’s
Registration Statement on Form S-3 (File No. 333-233470) declared effective by the Securities and Exchange Commission on September
5, 2019, a Registration Statement on Form S-3 (File No. 333-252388) filed with the Securities and Exchange Commission on
January 25, 2021 pursuant to Rule 462(b) that was effective on filing, and a related prospectus supplement and accompanying prospectus.
The
Purchase Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing
description of the terms of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference
to such exhibit.
A
copy of the opinion of Ballard Spahr LLP relating to the legality of the issuance and sale of the shares of Common Stock in the
Offering is attached as Exhibit 5.1 hereto.