Current Report Filing (8-k)

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): September 1, 2021

ON24, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39965

94-3292599

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

50 Beale Street, 8th Floor

San Francisco, CA 94105

94105

(Address of principal executive offices)

(Zip Code)

(415) 369-8000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K 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:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common stock, par value $0.0001 per share

ONTF

The New York Stock Exchange

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 1.01

Entry into a Material Agreement.

On September 1, 2021, ON24, Inc. (the “Company”) entered into the Sixth Amended and Restated Loan and Security Agreement (the “Loan Agreement”) with Comerica Bank (“Comerica”). The Loan Agreement increases the amount the Company may borrow under its revolving credit facility to up to $50.0 million, if the Company has at least $100.0 million on deposit with Comerica. If such deposits are less than $100.0 million, the Company may borrow up to the lesser of (i) $50.0 million or (ii) the amount determined by multiplying the Company’s eligible five (5) months recurring revenue by a fraction, the numerator of which is the Company’s annualized renewal rate and the denominator is the Company’s annualized monthly churn rate. Interest accrues on outstanding principal amounts at a variable rate equal to Comerica’s prime referenced rate. The revolving credit facility matures in August 2024 and is secured by substantially all of the Company’s assets.

The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Loan Agreement, a copy of which will be attached to the Company’s quarterly report on Form 10-Q as Exhibit 10.1 and incorporated into this Current Report on Form 8-K by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference into this Item 2.03.

SIGNATURES

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 hereunto duly authorized.