UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 26, 2021
OneSpan Inc.
(Exact name of registrant as specified in charter)
| Delaware | 000-24389 | 36-4169320 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
121 West Wacker Drive, Suite 2050
Chicago, Illinois 60601
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (312) 766-4001
N/A
(Former name or former address, if changed since last report)
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 $.001 per share | OSPN | NASDAQ Capital Market |
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))
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. ☐
| Explanatory Note |
This Amendment to the Current Report on Form 8-K originally filed on April 26, 2021 (the “Original 8-K”) by OneSpan Inc. (the “Company”) is being filed for the purpose of including as an exhibit a copy of the letter to stockholders issued in connection with the Company's 2021 annual meeting of stockholders, a link to which was included in the press release. A copy of the letter was inadvertently omitted from the Original 8-K.
| Item 8.01. | Other Events. |
On April 26, 2021, the Company issued a press release, including a link to a letter that was sent to the Company’s stockholders in connection with the Company’s 2021 annual meeting of stockholders. Copies of the press release and letter to stockholders are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description
|
| 99.1 | Press Release issued by OneSpan Inc. on April 26, 2021 |
| 99.2 | Letter to Stockholders issued by OneSpan Inc. on April 26, 2021 |
| 104.1 | 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 hereunto duly authorized.
| Date: May 3, 2021 | OneSpan Inc. | |
| /s/ Steven R. Worth | ||
| Name: Steven R. Worth | ||
| Title: General Counsel, Chief Compliance Officer and Corporate Secretary | ||