SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Section 13 or 15(d) of the
Exchange Act of 1934
Report (Date of earliest event reported) May 26, 2020
(Exact Name Of
Registrant As Specified In Its Charter)
(State or Other
Jurisdiction of Incorporation)
225 Franklin Street, Boston,
Principal Executive Offices)
Telephone Number, Including Area Code)
(Former Name or
Former Address, if Changed Since Last Report)
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 (see General Instruction A.2.
communications pursuant to Rule 425 under the Securities Act (17
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
registered pursuant to Section 12(b) of the Act: None.
by check mark whether the registrant
is an emerging growth company as defined in 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
growth company ☐
emerging growth company, indicate by checkmark 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.
Entry into a Material Definitive Agreement.
26, 2020, Zoom Telephonics, Inc. (the “Company”)
entered into a Stock Purchase Agreement (the “Purchase
Agreement”) with certain accredited investors (the
“Investors”) in a private placement (the “Private
Placement”) pursuant to which the Company sold an aggregate
of 2,237,103 shares of common stock, par value $0.01 per share (the
“Common Stock”), at a purchase price of $1.52 per
share. Several of the Company’s existing investors
participated in the Private Placement, including Palm Global Small
Cap Master Fund LP (“Palm”), the Company’s
cofounder Frank Manning and the Company’s Executive
Chairman Jeremy Hitchcock. Mr. David Allen also participated in the
Private Placement. Palm acted as lead investor in the transaction.
The Private Placement closed on May 27, 2020, and the gross
proceeds to the Company at the closing are approximately $3.4
Pursuant to the
terms of the Purchase Agreement, the Investors agreed to certain
lock-up restrictions on their ability to dispose of the Common
Stock purchased in the Private Placement for six months following
the closing date, subject to certain exceptions. Pursuant to the
terms of the Purchase Agreement, the Company is required to file a
registration statement with the Securities and Exchange Commission
within thirty (30) days of the closing of the Private Placement to
register for resale the shares of Common Stock sold in the Private
Company is required under the Purchase Agreement to appoint Mr.
Joshua Horowitz and Mr. David Allen to the Company’s Board of
Directors (the “Board”). Effective upon completion of
the Private Placement, the Company’s Board was expanded to
nine directors and Messrs. Horowitz and Allen were appointed to the
newly created Board positions. Pursuant to the Purchase Agreement,
Palm has the right to designate Mr. Horowitz or another designee to
the Board for five years after the date of the Purchase Agreement
and to request that its designee be appointed to each committee of
the Board to the extent approved by an affirmative vote of a
majority of the Board and as otherwise permitted by applicable
Securities and Exchange Commission and stock market requirements.
The Board and committee designation right will terminate upon Palm
ceasing to own at least 5% of the Company’s Common Stock (as
calculated for purposes of Section 13(d) of the Securities Exchange
Act of 1934).
Pursuant to the
Purchase Agreement, Palm agreed to a standstill for a period ending
not later than the earliest to occur of five years after the date
of completion of the Private Placement and two years after Mr.
Horowitz or the Palm designee who succeeds him no longer serves on
previously purchased 136,364 shares of the Company’s Common
Stock in the private placement that the Company completed on May 3,
2019. Palm is entitled to certain rights granted under the stock
purchase agreement that was entered into in connection with that
private placement as described in the Company’s Form 8-K
filed with the Securities and Exchange Commission on May 6, 2019,
Item 1.01 of which is incorporated herein by
of the Purchase Agreement is filed herewith as Exhibit 10.1. The
foregoing description of the Purchase Agreement does not purport to
be complete, and is qualified in its entirety by reference to the
full text of the Purchase Agreement, which is incorporated by
Unregistered Sales of Equity Securities.
the disclosure set forth in Item 1.01 above, which is incorporated
herein by reference.
shares of Common Stock issued and sold pursuant in the Private
Placement were issued without registration and are subject to
restrictions under the Securities Act of 1933, as amended, in
reliance on the private offering exemptions contained in Section
4(a)(2) of the Securities Act of 1933 and on Regulation D
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Effective upon the closing of the Private
Placement, the Board approved an increase in the size of the Board
from seven to nine members and appointed Mr. Horowitz and
Mr. Allen to the Board to fill the
Horowitz and Mr. Allen were appointed to the Board pursuant to the
board designation rights in the Purchase Agreement as described in
Item 1.01 above. Neither Mr. Horowitz nor Mr. Allen has any family
relationship with any director or executive officer of the Company
or any person nominated or chosen by the Company to become a
director or officer. Except as described in Item 1.01 above, there
are no transactions in which either Mr. Horowitz and Mr. Allen have
an interest requiring disclosure pursuant to Item 404(a) of
Regulation FD Disclosure.
27, 2020, the Company issued a press release announcing the
completion of the Private Placement and the appointments of Mr.
Horowitz and Mr. Allen to the
Board. A copy of the press release is furnished with this Current
Report on Form 8-K as Exhibit 99.1 and is incorporated herein by
information contained in Item 7.01 to this Current Report on Form
8-K (including Exhibit 99.1) is being furnished and shall not be
deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise be
subject to the liabilities of that section. The information in this
Item 7.01 (including Exhibit 99.1) shall not be incorporated by
reference into any registration statement or other document
pursuant to the Securities Act, except as otherwise expressly
stated in such filing.
Financial Statements and Exhibits .
Purchase Agreement, dated May 26, 2020, by and between the Company
and the Investors named therein.
Release issued by Zoom Telephonics, Inc., dated May 27,
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.
May 27, 2020