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): June 15, 2023
TURTLE BEACH CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
001-35465
(Commission File Number)
|
Nevada
|
27-2767540
|
|
(State or Other Jurisdiction of Incorporation)
|
(I.R.S. Employer Identification No.)
|
44 South Broadway, 4th Floor
White Plains, New York 10601
(Address of principal executive offices, including zip code)
(888) 496-8001
(Registrant’s telephone number, including area code)
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:
|
Title of each class
|
|
Trading
Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.001
|
|
HEAR
|
|
The Nasdaq Global Market
|
Preferred Stock Purchase Rights
|
|
N/A
|
|
The Nasdaq Global Market
|
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 Definitive Agreement.
The information set forth in Item 3.03 below and the Amendment No. 1 to Rights Agreement filed as Exhibit 4.1 to this Current Report on Form 8-K is
incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
The information included in Item 3.03 below and the Amendment No. 1 to Rights Agreement filed as Exhibit 4.1 to this Current Report on Form 8-K is
incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
On June 15, 2023, the Board of Directors (the “Board”) of Turtle Beach Corporation (the “Company”) approved an Amendment No. 1 (the “Amendment”) to
the Company’s Rights Agreement dated as of March 28, 2023 (the “Rights Agreement”).
The Amendment accelerates the expiration of the Company’s preferred stock purchase rights (the “Rights”) under the Rights Agreement to 5:00 p.m.,
New York, New York time, on June 15, 2023. Consequently, the Rights Agreement terminated at that time. At the time of the termination of the Rights Agreement, all Rights distributed to holders of the Company’s common stock pursuant to the
Rights Agreement expired and ceased to be outstanding.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is
filed as Exhibit 4.1 to this report.
Item 8.01. Other Events.
On June 16, 2023, the Company issued a press release titled “Turtle Beach Corporation Announces Termination of Rights Agreement,” announcing the
Amendment described above. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
|
|
|
|
4.1
|
|
Amendment No. 1 to Rights Agreement, dated as of June 15, 2023.
|
|
99.1
|
|
Press release dated June 16, 2023.
|
|
104
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
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.
Dated: June 16, 2023
|
|
TURTLE BEACH CORPORATION
|
|
By:
|
/s/ JOHN T. HANSON
|
|
|
John T. Hanson
|
|
|
Chief Financial Officer, Treasurer and Secretary
|