8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Februray 25, 2022 (February 23, 2022) Date of Report (Date of earliest event reported)
Sonic Foundry, Inc. (Exact name of registrant as specified in its charter)
Maryland (State or other jurisdiction of incorporation)	000-30407 (Commission File Number)	39-1783372 (IRS Employer Identification No.)

222 W. Washington Ave Madison, WI 53703 (Address of principal executive offices) (608) 443-1600 (Registrant's telephone number)

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, $0.01 par value	SOFO	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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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

On February 23, 2022, the Company filed Articles of Amendment in the State of Maryland to increase the number of authorized shares of common stock, par value $0.01 per share, from fifteen million (15,000,000) to twenty five million (25,000,000). The increase in the number of authorized shares of common stock was effective upon filing in the State of Maryland. The number of authorized shares of preference stock, which is one million five hundred thousand (1,500,000), par value $0.01 per share, was not changed as a result of the filing of the Articles of Amendment.

Item 9.01 Financial Statements and Exhibits.

(a)	Exhibit 3.1. Articles of Amendment, dated February 18, 2022, effective February 23, 2022.
104	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 thereunto duly authorized.

Sonic Foundry, Inc.

(Registrant)

February 25, 2022

By:	/s/ Kenneth A. Minor
By:	Kenneth A. Minor
Title:	Chief Financial Officer

EX-3.1

Exhibit 3.1

SONIC FOUNDRY, INC.

ARTICLES OF AMENDMENT

SONIC FOUNDRY, INC., a Maryland corporation (hereinafter called the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: 

i. The Articles of Amendment and Restatement of the Corporation, as amended (the “Charter”), are hereby amended by striking out ARTICLE FOURTH, Paragraph A, and inserting in lieu thereof the following:

A.:  AUTHORIZED SHARES. The total number of shares of capital stock which the Corporation has authority to issue is Twenty Six Million Five Hundred Thousand (26,500,000) shares, consisting of:

1. 25,000,000 shares of Common Stock, par value $.01 per share (the “Common Stock”);

2. 1,500,000 shares preference stock, par value $.01 per share,

for an aggregate par value of One Hundred Sixty Five Thousand Dollars ($265,000).

s. These Articles of Amendment were duly advised, authorized and approved by the Board of Directors of the Corporation by the execution of a Unanimous Consent of the Board of Directors dated as of February 2, 2022, in the manner and by the vote required by the laws of the State of Maryland and by the Charter of the Corporation.

i. The foregoing amendment is expressly authorized by Section 2-105(a)(13) of the General Corporation Law of the State of Maryland to be made without action by the stockholders

f. (a)     Prior to these Articles of Amendment, the total number of shares of all classes of stock which the Corporation was authorized to issue was Sixteen Million, Five Hundred Thousand (16,500,000) shares consisting of: 15,000,000 shares of Common Stock, par value $.01 per share, and 1,500,000 shares preference stock, par value $.01 per share, for an aggregate par value of One Hundred Fifteen Thousand Dollars ($165,000).

(b)      Upon the effectiveness of these Articles of Amendment, the total number of shares of all classes of stock which the Corporation is authorized to issue will be Twenty Six Million Five Hundred Thousand (26,500,000) shares, consisting of: 25,000,000 shares of Common Stock, par value $.01 per share (the “Common Stock”), and 1,500,000 shares preference stock, par value $.01 per share, for an aggregate par value of One Hundred Sixty Five Thousand Dollars ($165,000).

(c)        The information required by Section 2-607(b)(2)(i), Corporations and Associations, Annotated Code of Maryland regarding a description of each class of stock was not changed by the amendment of the Charter set forth in Article FIRST hereof.

IN WITNESS WHEREOF, SONIC FOUNDRY, INC. has caused these Articles of Amendment to be signed and acknowledged in its name and on its behalf by its Chairman and witnessed by its Secretary on this 18^th day of February, 2022, and they acknowledge the same to be the act of said Corporation, and that to the best of their knowledge, information and belief, all matters and facts stated herein are true in all material respects, and that this statement is made under the penalties of perjury. 

ATTEST: /s/Kenneth Minor                    Kenneth Minor Secretary SONIC FOUNDRY, INC. /s/Joe Mozden, Jr.                   Joe Mozden, Jr. Chief Executive Officer

XML

Document And Entity Information	Feb. 23, 2022
Document Information [Line Items]
Entity, Registrant Name	Sonic Foundry, Inc.
Current Fiscal Year End Date	--09-30
Document, Type	8-K
Document, Period End Date	Feb. 23, 2022
Entity, Incorporation, State or Country Code	MD
Entity, File Number	000-30407
Entity, Tax Identification Number	39-1783372
Entity, Address, Address Line One	222 W. Washington Ave
Entity, Address, City or Town	Madison
Entity, Address, State or Province	WI
Entity, Address, Postal Zip Code	53703
City Area Code	608
Local Phone Number	443-1600
Title of 12(b) Security	Common Stock
Trading Symbol	SOFO
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001029744