Current Report Filing (8-k)
December 30 2021 - 10:36AM
Edgar (US Regulatory)
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2021-12-23
2021-12-23
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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): December 23, 2021
Qumu
Corporation
(Exact
name of Registrant as Specified in its Charter)
Minnesota
(State
Or Other Jurisdiction Of Incorporation)
000-20728
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41-1577970
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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400
South 4th Street, Suite 401-412
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|
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Minneapolis,
MN
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55415
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(Address
Of Principal Executive Offices)
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(Zip
Code)
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(612)
638-9100
Registrant’s
Telephone Number, Including Area Code
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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Common
stock, par value $0.01
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QUMU
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The
Nasdaq Stock Market
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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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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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. ☐
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. ☐
Items
under Sections 1 and 3 through 9 are not applicable and therefore omitted.
ITEM 2.03
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CREATION
OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT
OF A REGISTRANT.
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As
previously reported, Qumu Corporation (the “Company”) and its wholly-owned subsidiary, Qumu, Inc., a California corporation
(with the Company, the “Borrower”) are parties to that certain Loan and Security Agreement dated January 15, 2021 (as amended,
the “Loan Agreement”) with Wells Fargo Bank, National Association (the “Lender”) providing for a revolving line
of credit.
On
December 23, 2021, the Company received an advance of $5.0 million from the Lender on the line of credit in order to enhance its financial
flexibility in 2022. The Company will continue to make future investments in go-to-market and innovation opportunities in enterprise
video content management. With the proceeds from the advance, the Company expects to have cash and cash equivalents of at least $20.0
million at December 31, 2021.
Under
the Loan Agreement, the revolving line has a January 15, 2023 maturity date and amounts borrowed bear interest at a floating per annum
rate equal to 1.25% above the Lender’s prime rate, currently 3.25%. The Borrower also is obligated to pay the Lender an unused
revolving line facility fee quarterly in arrears of 0.25% per annum of the average unused portion of the revolving line during such quarterly
period. Pursuant to the Loan Agreement, the Borrower granted a security interest in substantially all of its properties, rights and assets
(including certain equity interests of the Company’s subsidiaries).
Cautionary
Note Regarding Forward-Looking Statements
This
current report on Form 8-K (this “Form 8-K”) contains forward-looking statements within the meaning of the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995, with respect to the Company’s disclosure concerning the growth opportunities
of the Company’s market, the expected use and adoption of video in the enterprise, cash balances, and all other statements that
are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,”
“will,” “expect,” “believe,” “anticipate,” or “estimate” or comparable terminology
are intended to identify forward-looking statements. Forward-looking statements are subject to various risks and uncertainties that could
cause actual results to differ materially from those expressed or implied in such statements, including the risk that: the Company’s
preliminary estimated cash balance at December 31, 2021 may be impacted by the timing of collections, payments and other factors impacting
cash flows, the Company may not be successful at implementing its long-term strategic roadmap or any of the growth initiatives within
the long-term strategic roadmap, the COVID-19 pandemic could have a material effect on the Company’s business, financial condition
and operating results, and the markets for video content and software to manage video content may not develop or may develop more slowly
than the Company expects, including as a result of COVID-19 impacts.
The
additional risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking
statements include the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020,
and other factors set forth in the Company’s filings with the Securities and Exchange Commission.
The
forward-looking statements in this Form 8-K speak only as of the date of this Form 8-K. Except as required by law, the Company assumes
no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
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.
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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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Chief
Executive Officer
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Date:
December 30, 2021
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