8-K

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

Date of earliest event reported: October 11, 2022

Actua Corporation

(Exact name of registrant as specified in charter)

Delaware	001-16249	23-2996071
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

435 Devon Park Drive, Suite 826, Wayne PA 19087

(Address of Principal Executive Offices) (Zip Code)

(610) 727-6900

(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
N/A	N/A	N/A

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 8.01 Other Events.

Liquidating Distribution

On October 11, 2022, the Board approved a final liquidating distribution of $0.201 per share to the Company’s stockholders of record as of the close of business on October 18, 2022 (the “Record Date”) in accordance with the Company’s previously announced Plan of Dissolution (the “Plan of Liquidation”) (such distribution, the “Liquidating Distribution”). As previously announced, in accordance with the Plan of Liquidation, the Company’s stock transfer books were closed at the close of business on April 19, 2018 (the “Effective Time”), and no transfers of the Company’s common stock were recorded after the Effective Time except for transfers by will, intestate succession or operation of law and transfers initiated prior to the Effective Time that settled after the Effective Time. Payment of the final Liquidating Distribution will be made on October 21, 2022

This final liquidating distribution will conclude Actua Corporation’s periodic reporting under the Act and Actua will not make any additional liquidating distributions.

On October 11, 2022, the Company issued a press release announcing the approval of the final Liquidating Distribution. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1 Press Release of Actua Corporation

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

	ACTUA CORPORATION
Date: October 11, 2022	By:	/s/ R. Kirk Morgan
	Name:	R. Kirk Morgan
	Title:	Chief Financial Officer

EX-10.1

Exhibit 10.1

FOR IMMEDIATE RELEASE

Investor inquiries:

R. Kirk Morgan

Actua

267-778-4042

IR@actua.com

Actua Announces Final Liquidating Distribution

Company will distribute $0.201 per share to stockholders

Wayne, PA – (October 11, 2022 ) – Actua Corporation announced today that it will make a final liquidating distribution of $0.201 per share to its stockholders of record as of October 18, 2022; payment of the final liquidating distribution will be made on October 21, 2022. The aggregate distribution of approximately $6.4 million is being made in light of the recent receipt of cash related to the Company’s disposition of its interests in minority holdings.

This final liquidating distribution will conclude Actua Corporation’s periodic reporting under the Act and Actua will not make any additional liquidating distributions.