Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

January 2, 2024 Date of Report (Date of earliest event reported)


Sonic Foundry, Inc. (Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction
of incorporation)

000-30407
(Commission
File Number)

39-1783372
(IRS Employer
Identification No.)

222 W. Washington Ave

Madison, WI 53703
(Address of principal executive offices)

(608) 443-1600

(Registrant's telephone number)

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))

Securities registered pursuant to Section 12(b) of the Act: None

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 2.02 Results of Operations and Financial Condition.

On January 4, 2024, Sonic Foundry, Inc. (the “Company”) reported financial results for the fiscal year and fiscal quarter ended September 30, 2023. See attached press release at Exhibit 99.1.

Item 8.01 Other Events.

On January 2, 2024, the Company and Sonic Foundry Media Systems, Inc., a wholly-owned subsidiary of the Company, entered into a Stock and Asset Purchase Agreement (the "Purchase Agreement") with Enghouse Systems Limited ("Parent") and three wholly-owned subsidiaries of Parent (collectively, the “Buyer”), pursuant to which, upon the terms and subject to the satisfaction or waiver of the conditions therein, the Company will sell the assets of its Mediasite business including its Japanese and Dutch subsidiaries to the Buyer for $15.5 million in cash (subject to certain price adjustments set forth in the Purchase Agreement).

On January 4, 2024, the Company issued a press release announcing the execution of the Purchase Agreement. A copy of this press release is attached hereto as Exhibit 99.2. In addition, a transcript of a webcast made available to employees of the Company is attached hereto as Exhibit 99.3.

Forward Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” or similar expressions and the negatives of those terms These types of statements address matters that are subject to many risks and uncertainties. Actual results could differ materially from the forward-looking guidance the Company provides. These risks and uncertainties include but are not limited to: the risk that the proposed transaction may not be completed in a timely manner or at all; the satisfaction of conditions to completing the transaction, including the ability to secure approval by a two-thirds vote of the Company’s stockholders; risks that the proposed transaction could disrupt current plans and operations; costs, fees and expenses related to the proposed transaction; and other risks disclosed in the Company’s annual report on Form 10-K and its other filings with the Securities and Exchange Commission (“SEC”). These filings can be accessed on-line at www.sec.gov and other websites or can be obtained from the Company’s investor relations department. All of the information and disclosures the Company makes in this report, including any forward-looking statements, are as of the date given and the Company assumes no obligation to update or change this information, regardless of subsequent events.

Additional Information about the Proposed Transaction and Where You Can Find It

The Company plans to file a proxy statement with the SEC relating to a solicitation of proxies from its stockholders in connection with a special meeting of stockholders of the Company to be held for the purpose of voting on matters relating to the proposed transaction. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, THE COMPANY’S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

The proxy statement and other relevant materials, and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, stockholders of the Company may obtain free copies of the documents filed with the SEC by contacting Sarah Wilde at (608) 443-2018, or by writing to Sarah Wilde, Sonic Foundry, Inc., 222 W. Washington Ave, Madison, Wisconsin 53703.

Interests of Certain Participants in the Solicitation

The Company and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in favor of the proposed transaction. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No.		Document

99.1		Press Release dated January 4, 2023 regarding financial results.

99.2		Press Release dated January 4, 2024 announcing Mediasite transaction.

99.3		Transcript of Employee Webcast.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Sonic Foundry, Inc.

(Registrant)

January 4, 2024	By: /s/ Ken Minor
	Ken Minor
	Chief Financial Officer

Exhibit 99.1

Sonic Foundry Announces Fourth Quarter and Fiscal Year 2023 Results

MADISON, Wis. (January 4, 2024) – Sonic Foundry, Inc. (OTC: SOFO), the trusted leader in developing comprehensive video recording and streaming solutions for corporations, health organizations and government entities, today announced financial results for the fourth quarter and fiscal year ended September 30, 2023.

Highlights for the Fourth Quarter Ended September 30, 2023:

• Total revenue was $5.6 million compared to $6.5 million in the prior-year quarter primarily due to prior year custom software development for a European defense customer that was not repeated in the current year, a lower amount of activity in the virtual and hybrid events industry and delays in renewals of support contracts.

• Gross margin was 58% of revenue versus 61% of revenue in the comparable quarter primarily due to transition costs incurred as we move to AWS in order to improve the hosting environment, limit long-term capital investment, and better position the company for growth.

• Net loss was $3.7 million, or $0.31 per diluted share compared to net loss of $2.7 million, or $0.25 per diluted share in the fourth fiscal quarter of 2023, reflecting investments made to enter new markets per previously disclosed strategy.

• Adjusted EBITDA was a negative $2.4 million compared to a negative $2.1 million in the fourth fiscal quarter of 2023, mostly attributable to investments in our new growth areas.

Fiscal Year 2023 Financial Highlights

• Total fiscal year revenues of $22.1 million compared to $27.5 million in fiscal year 2022, a $5.4 million or 20% decrease.

• Full fiscal year 2023 gross margin was $12.9 million, or 58% of sales, compared to $18.8 million, or 69% of sales, in fiscal year 2022.

• Full fiscal year net loss of $19.3 million, or $1.62 per diluted share, compared to net loss of $7.1 million, or $0.72 per diluted share, in fiscal year 2022.

• Full fiscal year 2023 Adjusted EBITDA was a loss of $10.3 million compared to $5.2 million loss reported in fiscal year 2022.

Management Commentary

“Our fourth quarter results are consistent with expectations as we implement a forward-thinking growth strategy for Sonic Foundry. We are excited about entering into a definitive agreement for the sale of our Mediasite product and service business to Enghouse Systems Ltd., a deal that is expected to be completed in the first calendar quarter of 2024. The strategic sale of Mediasite enables us to focus on our new emerging businesses, Vidable® and Global Learning Exchange™, and aligns with the strategic vision we set forth over two years ago to bring Sonic Foundry into massive new markets where we have the expertise and the right to win. We are excited to have found a buyer for our Mediasite business and are confident that Enghouse is the ideal partner to grow that business and support our long-term customer base,” said Sonic Foundry CEO Joe Mozden, Jr.

Fiscal Fourth Quarter 2023 Operating Results

Service revenue, which included support, cloud services, events, and professional services, was $3.5 million for the fiscal quarter ended September 30, 2023, compared to prior-year-quarter service revenue of $4.8 million. Product revenue was $2.1 million compared to $1.7 million during the same period last year. Cloud services revenue, which also includes event-related cloud services, decreased 12% to $1.5 million in the fourth quarter of 2023 compared to $1.7 million in the same quarter last year. Event revenue in the fourth quarter of 2023 was $689 thousand, compared with $941 thousand reported in the comparable year-ago quarter. Gross margin was $3.2 million for the fourth quarter of fiscal 2023, compared with $3.9 million in the same period of the prior fiscal year.

Operating Expenses were $6.3 million, compared with $6.4 million in the fourth quarter last year.

Net loss was $3.7 million, or $0.31 per diluted share, for the fourth quarter of fiscal 2023, compared with net loss of $2.7 million, or $0.25 per diluted share, for the same period of the prior fiscal year.

Fiscal Year 2023 Operating Results

Service revenue, which included support, cloud services, events, and professional services, was $16.0 million for fiscal year 2023, compared to $19.3 million in the prior fiscal year. Product revenue was $6.1 million, compared to $8.1 million during the same period last year. Cloud services revenue decreased 6% to $6.6 million, compared to $7.0 million last fiscal year. Event revenue decreased 20% to $3.6 million versus $4.5 million last fiscal year.

Gross margin was 58% for fiscal year 2023, compared with 69% in last fiscal year. The decrease in gross margin was primarily due to the migration of our data centers to AWS, incentive pricing on recorders to drive long-term contracts and a decrease in services revenue without the corresponding decrease in certain fixed costs.

Operating expenses were $30.3 million for fiscal year 2023, including an impairment charge on capitalized software of $3.8 million, compared with $25.7 million in the prior fiscal year.

Net loss was $19.3 million, or $1.62 per diluted share, for fiscal year 2023, compared with a net loss of $7.1 million, or $0.73 per diluted share, for the same period of the prior fiscal year.

Non-GAAP Financial Information

To supplement and enhance the reader’s understanding of our operating performance, we disclose adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (adjusted EBITDA), a non-GAAP measure of operating performance. Our adjusted EBITDA measure additionally adds back stock compensation expense and severance from the SEC definition of EBITDA. As such, our adjusted EBITDA may not be comparable to similarly titled measures reported by other companies and should not be viewed as an alternative to net loss as a measurement of our operating performance. A reconciliation of net income to adjusted EBITDA for the fourth quarter and years ended September 30, 2023, and 2022 are included in the release.

About Sonic Foundry
Founded in 1991 and headquartered in Madison, Wis., Sonic Foundry is dedicated to transforming how the world works and learns through innovative and scalable technology solutions. We help customers maximize the value of their video initiatives and infrastructure while leveraging our expertise and global footprint to help unlock a smarter, more connected world for learners, workers, and entrepreneurs everywhere. Sonic Foundry’s family of brands includes Mediasite®, Video Solutions, Vidable® and Global Learning Exchange™, which are trusted by thousands of educational institutions, corporations, and health care organizations in dozens of countries around the world. For more information visit www.sonicfoundry.com.

Page 2

Forward Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include statements about our products and services, our customer base, strategic investments, new partnerships, our future operating results, the proposed transaction with Enghouse Systems Ltd. (“Enghouse”) and any other statements we make about the Company’s future, and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” or similar expressions and the negatives of those terms. These types of statements address matters that are subject to many risks and uncertainties. Actual results could differ materially from the forward-looking guidance we provide. These risks and uncertainties include but are not limited to: the risk that the proposed transaction with Enghouse may not be completed in a timely manner or at all; the satisfaction of conditions to completing the transaction with Enghouse, including the ability to secure approval by a two-thirds vote of Sonic Foundry’s stockholders; risks that the proposed transaction with Enghouse could disrupt current plans and operations; costs, fees and expenses related to the proposed transaction with Enghouse; uncertainties relating to our ability to successfully implement our evolving business strategy in new lines of business; the impact of competition, customer adoption of our products and services, and the importance of video; our capital needs, ability to raise capital in the future and ability to meet debt covenants; the ongoing effect and impact of public health crises, such as the coronavirus ("COVID-19") pandemic in particular as it impacts our events business; the impact of global economic conditions, currency exchange rates, supply chain and other geopolitical developments on our business; the effect of competition in the markets for our products; our financial condition and liquidity; the occurrence of cybersecurity incidents, attacks or other breaches to our information technology systems and the efforts to transition our leased data centers to the public cloud; potential long-lived asset impairments; uncertainty over our ability to successfully implement management's plan to improve liquidity; and other risks disclosed in our annual report on Form 10-K and our other filings with the Securities and Exchange Commission (“SEC”). These filings can be accessed on-line at www.sec.gov and other websites or can be obtained from the company’s investor relations department. All of the information and disclosures we make in this news release regarding our business, including any forward-looking guidance, are as of the date given and we assume no obligation to update or change this information, regardless of subsequent events.

Additional Information about the Proposed Transaction and Where You Can Find It
Sonic Foundry plans to file a proxy statement with the SEC relating to a solicitation of proxies from its stockholders in connection with a special meeting of stockholders of Sonic Foundry to be held for the purpose of voting on matters relating to the proposed transaction with Enghouse. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, SONIC FOUNDRY SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

The proxy statement and other relevant materials, and any other documents filed by Sonic Foundry with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, stockholders of Sonic Foundry may obtain free copies of the documents filed with the SEC by contacting Sarah Wilde at (608) 443-2018, or by writing to Sarah Wilde, Sonic Foundry, Inc., 222 W. Washington Ave, Madison, Wisconsin 53703.

Interests of Certain Participants in the Solicitation
Sonic Foundry and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Sonic Foundry in favor of the proposed transaction with Enghouse. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.

Media Contact:
Sonic Foundry
Eamon Doyle
eamon.doyle@sonicfoundry.com

###

Page 3

Sonic Foundry, Inc.

Consolidated Balance Sheets

(in thousands, except for share data)

	September 30,
	2023			2022
Assets
Current assets:
Cash and cash equivalents	$	840		$	3,299
Accounts receivable, net of allowances of $245 and $53		4,000			4,923
Inventories, net		1,855			1,462
Investment in sales-type lease, current		481			281
Capitalized commissions, current		345			224
Prepaid expenses and other current assets		603			945
Total current assets		8,124			11,134
Property and equipment:
Leasehold improvements		1,416			1,460
Computer equipment		5,850			9,274
Furniture and fixtures		1,583			1,405
Total property and equipment		8,849			12,139
Less accumulated depreciation and amortization		7,211			8,705
Property and equipment, net		1,638			3,434
Other assets:
Investment in sales-type lease, long-term		466			221
Capitalized commissions, long-term		43			42
Right-of-use assets under operating leases		1,547			2,053
Deferred tax asset		—			275
Software development costs, net of accumulated amortization and impairment		137			2,445
Other long-term assets		308			296
Total assets	$	12,263		$	19,900
Liabilities and stockholders’ (deficit) equity
Current liabilities:
Accounts payable	$	2,094		$	1,904
Accrued liabilities		1,140			1,521
Current portion of unearned revenue		8,510			8,599
Current portion of finance lease obligations		6			10
Current portion of operating lease obligations		986			1,147
Current portion of notes payable and warrant debt, net of discounts		318			565
Current portion of notes payable due to related parties		7,807			—
Total current liabilities		20,861			13,746
Long-term portion of unearned revenue		1,383			1,140
Long-term portion of finance lease obligations		13			15
Long-term portion of operating lease obligations		633			975
Long-term portion of notes payable and warrant debt, net of discounts		558			356
Long-term portion of notes payable due related parties		2,452			—
Other liabilities		102			90
Total liabilities		26,002			16,322
Commitments and contingencies
Stockholders’ (deficit) equity:
Preferred stock, $.01 par value, authorized 500,000 shares; none issued		—			—
9% Preferred stock, Series A, voting, cumulative, convertible, $.01 par value (liquidation preference of $1,000 per share), authorized 4,500 shares; zero shares issued and outstanding		—			—
5% Preferred stock, Series B, voting, cumulative, convertible, $.01 par value (liquidation preference at par), authorized 1,000,000 shares, none issued		—			—
Common stock, $.01 par value, authorized 25,000,000 shares; 12,152,076 and 10,905,649 shares issued and 12,139,360 and 10,892,933 shares outstanding		122			109
Additional paid-in capital		220,052			218,145
Accumulated deficit		(232,873	)		(213,525	)
Accumulated other comprehensive loss		(871	)		(982	)
Treasury stock, at cost, 12,716 shares		(169	)		(169	)
Total stockholders’ (deficit) equity		(13,739	)		3,578
Total liabilities and stockholders’ (deficit) equity	$	12,263		$	19,900

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	Years Ended September 30,
	2023			2022
Revenue:
Product and other	$	6,099		$	8,135
Services		16,010			19,331
Total revenue		22,109			27,466
Cost of revenue:
Product and other		2,898			3,054
Services		6,357			5,599
Total cost of revenue		9,255			8,653
Gross margin		12,854			18,813
Operating expenses:
Selling and marketing		10,482			12,264
General and administrative		4,987			5,933
Product development		11,022			7,539
Impairment of capitalized software development		3,769			—
Total operating expenses		30,260			25,736
Loss from operations		(17,406	)		(6,923	)
Non-operating income (expenses):
Interest expense, net		(1,770	)		(31	)
Other expense, net		60			(364	)
Total non-operating expense		(1,710	)		(395	)
Loss before income taxes		(19,116	)		(7,318	)
Income tax (expense) benefit		(232	)		235
Net loss	$	(19,348	)	$	(7,083	)
Loss per common share:
Basic net loss per common share	$	(1.62	)	$	(0.72	)
Diluted net loss per common share	$	(1.62	)	$	(0.72	)
Weighted average common shares – Basic		11,953,389			9,899,724
– Diluted		11,953,389			9,899,724

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Sonic Foundry, Inc.

Consolidated Non-GAAP Adjusted EBITDA Reconciliation

(in thousands)

	Years Ended September 30,
	2023			2022
Net loss	$	(19,348	)	$	(7,083	)
Add:
Depreciation and amortization		2,265			1,305
Income tax expense (benefit)		232			(235	)
Interest expense (income)		1,770			31
Stock-based compensation expense		498			747
Severance		539			76
Impairment of Capitalized Software Dev Costs		3,769			—
Adjusted EBITDA	$	(10,275	)	$	(5,159	)

Page 6

Exhibit 99.2

Sonic Foundry Announces Agreement to Sell its

Mediasite Business to Enghouse Systems

MADISON, Wis., January 4, 2024 – Sonic Foundry, Inc. (OTC: SOFO), the trusted leader in developing comprehensive video recording and streaming solutions for corporations, health care organizations and government entities today announced that it has reached a definitive agreement to sell its Mediasite product and service business to Enghouse Systems Ltd.

Under the terms of the agreement, Sonic Foundry will sell the assets of its Mediasite business including its Japanese and Dutch subsidiaries for US$ 15.5 million in cash (subject to certain price adjustments). Closing of the transaction is subject to approval by Sonic Foundry shareholders and certain customary closing conditions. The Sonic Foundry board of directors, executive officers, and a major shareholder (collectively owning approximately 50% of the outstanding common stock) have entered into support agreements with Enghouse, committing to vote in favor of the transaction.

Sonic Foundry CEO Joe Mozden, Jr. commented, “We are pleased to have identified a strategic buyer for the Mediasite business. Enghouse’s expertise in growing enterprise software businesses and their portfolio of complementary video communications solutions makes them a natural fit to acquire Mediasite. We firmly believe that Enghouse is the ideal partner to expand that business and serve the needs of our long-term customer base. The sale also aligns with the strategic vision I first laid out for Sonic Foundry, creating more opportunities and flexibility for us to focus on our emerging new businesses, Vidable® and Global Learning Exchange™.”

It is currently expected that the acquisition will be completed in the first quarter of 2024.

About Sonic Foundry
Founded in 1991 and headquartered in Madison, Wis., Sonic Foundry (OTC: SOFO) is dedicated to transforming how the world works and learns through innovative and scalable technology solutions. They help customers maximize the value of their video initiatives and infrastructure while leveraging their expertise and global footprint to help unlock a smarter, more connected world for learners, workers, and entrepreneurs everywhere. Sonic Foundry’s family of brands includes Mediasite®, Video Solutions, Vidable™ and Global Learning Exchange™, which are trusted by thousands of educational institutions, corporations, and health care organizations in dozens of countries around the world. For more information visit www.sonicfoundry.com.

About Enghouse Systems Limited

Enghouse Systems Ltd. is a Canadian publicly traded company (TSX: ENGH) that provides vertically focused enterprise software solutions focusing on contact centers, video communications, healthcare, telecommunications, public safety and the transit market. Enghouse has a two-pronged growth strategy that focuses on internal growth and acquisitions, which are funded through operating cash flows. The company has no external debt financing and is organized around two business segments: the Interactive Management Group and the Asset Management Group. For more information, please visit www.enghouse.com.

Additional Information about the Proposed Transaction and Where You Can Find It
Sonic Foundry plans to file a proxy statement with the SEC relating to a solicitation of proxies from its stockholders in connection with a special meeting of stockholders of Sonic Foundry to be held for the purpose of voting on matters relating to the proposed transaction. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, SONIC FOUNDRY SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Interests of Certain Participants in the Solicitation
Sonic Foundry and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Sonic Foundry in favor of the proposed transaction. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.

Media Contact:
Sonic Foundry
Sarah Wilde
608.443.2018

Exhibit 99.3

01/04/2024 All Team Announcement

Transcription of Joe Mozden video:

Hello Sonic Foundry Team

3.5 years ago, I joined Sonic Foundry as your CEO and it's been an extremely exciting time to say the least, right? It's been full of change to say the least. Lot of challenges, no doubt, definitely some successes, and new opportunities. And we've done considerable work as a team. You know we've remained focused on our strategy of stabilizing the Mediasite business, and then supporting customers with technologies that help them educate and communicate more effectively. We've done incredible work moving customers to the cloud and securing multiyear commitments, and that's resulted in recurring revenue streams that didn't exist previously. And the product team has innovated, released impressive new functionality, and worked, I would say, tirelessly to deliver the best product and user experience to our customers. Our Video Solutions team has successfully adapted to a very changing environment of events right during the pandemic. They supported hundreds of virtual, hybrid and in-person events across the country. And we've now taken Sonic Foundry into new territory, right, launching two new businesses: Vidable and GLX (Global Learning Exchange). And they've both seen their first customer and/or students.

Now supporting and launching these businesses, especially in a publicly traded company, is no easy feat. And to do so we overcame some very, very big hurdles. But we did it, we did it as a team. And you've heard me say many times before, my goal when joining Sonic Foundry was to stabilize and expand our existing Mediasite business, while simultaneously taking Sonic Foundry into new markets. Markets where we have the right to win based on our expertise, our long-standing expertise in video and of course, coupled with our very expansive list of corporate and educational customers.

Now I've also shared my strategy of creating multiple lines of businesses: Mediasite, Video Solutions,

Vidable, and GLX (Global Learning Exchange) so that at any time if the opportunity presented itself, we could divest our interest in any one of those businesses or act as an acquirer. And to that extent or to that point, in recent months we've been more aggressively pursuing such opportunities and we've engaged in several deep discussions with a lot of groups interested in acquiring or investing in our businesses. I have had conversations regarding every one of our businesses; Mediasite, Video Solutions,

GLX (Global Learning Exchange), and Vidable and to me that is a testament of how well we have done now building four different businesses. You know as a result of this strategy and through many conversations in a very rigorous, rigorous due diligence process, today I'm here to share news that Sonic Foundry has reached what's called a definitive agreement to sell our Mediasite and Video Solutions businesses to Enghouse Systems. This deal is expected to close this February and it will be announced publicly very soon. And it'll be announced by press release. But since this news will be made public, I wanted to personally inform all our employees before you heard the news elsewhere.

Now, throughout this process, I would tell you we explored numerous potential buyers and ultimately felt that Enghouse clearly emerged as the strongest buyer. They’re a Canadian based software and services company, they provide service solutions to businesses literally worldwide, and you may recall nearly a year ago they acquired Kumu, which was a competitor of Mediasite. And in addition to Kumu, Enghouse has a portfolio of other video communication solutions that will complement the Mediasite and Video Solutions businesses. Additionally, they are a $2 billion company. They are very well capitalized; they have no debt, and they traditionally hold their investments for the long term. And they have the resources to invest in and grow these businesses.

Now clearly, I understand news like this creates a great deal of unrest and uncertainty for everyone at the company. That is not my intention at all. My intention is to stay to our strategy. But I also know that there are immediately questions racing through your minds, rightly so, about the implication of your role, your colleagues, our remaining lines of businesses. So let me share some information to try to address those questions.

Now, when this acquisition is complete, Sonic Foundry will remain a publicly traded company with two business lines: Vidable and GLX (Global Learning Exchange). Which means the acquisition will result in three possible paths for our employees:

●

There are a number of team members who will transition to Enghouse with the acquisition and be formally offered a position by Enghouse.

●

There are some positions which will be eliminated, and Sonic Foundry will offer those individuals severance packages.

●

And then there are team members who will stay employed by Sonic Foundry working for Vidable, GLX (Global Learning Exchange), or both.

Now definitive answers on the outcome of all employees will not be available most likely until early January, maybe mid-January, and I understand like the challenges of dealing with this uncertainty, and we commit, the entire organization commits to providing information on a team and on an individual basis as soon as it's available. It's a lot to take in, right. We've worked together for a long time; it has been a long journey. And to me this news is, I'd say, bittersweet. I am confident that Enghouse is an excellent buyer to grow the Mediasite and Video Solutions and I want that for our employees there, and I want that for our client sets. And they will be strong, I believe, in supporting our members who transition there. And I'm also pleased that this transaction gives Sonic Foundry the opportunity to invest in our new businesses. However, the prospect of saying goodbye to colleagues and to two of our core businesses is difficult, so to help with some more of the transition, soon Shelley will be distributing a FAQ document that should answer questions that you might be wondering about right now. Rest assured we will share more information on the future of each individual employee as soon as it's possible. In addition, we will be holding a live Town Hall meeting as soon as we possibly can. So please check your email for the invite because I want everyone to have the opportunity to discuss this in a live setting. In the meantime, your manager or Shelley are available to answer questions that arise over the next few weeks.

Thank you, everyone. It's been a tremendous journey. It's true to our strategy and as I said, there is a bittersweet component to it, but I look forward to what the future holds for all of us.

Thank you.

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