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): February 5, 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 5, 2021, in connection with the closing of the initial public offering (the “Offering”) of ON24, Inc. (the “Company”), the Company’s amended and restated certificate of incorporation (the “Restated Certificate”), as filed with the Secretary of State of the State of Delaware, and the Company’s amended and restated bylaws (the “Bylaws”) became effective. The registration statement and final prospectus for the Offering described the provisions of the Restated Certificate and Bylaws, which were approved by the Company’s board of directors and stockholders to be effective upon the closing of the Offering. The Restated Certificate and the Bylaws are filed as Exhibits 3.1 and 3.2 hereto and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. | Description of Exhibits | |
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant | |
| 3.2 | Amended and Restated Bylaws of the Registrant | |
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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.
Date: February 8, 2021
ON24, Inc. | ||
| By: | /s/ Steven Vattuone | |
Steven Vattuone | ||
Chief Financial Officer | ||
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