false
--01-31
0001505952
0001505952
2026-07-22
2026-07-22
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
July 22, 2026
DOMO,
INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-38553 |
|
27-3687433 |
| |
|
|
|
|
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
802
East 1050 South
American
Fork, UT 84003
(Address of principal executive offices, and
Zip Code)
Registrant’s telephone number, including
area code: (801) 899-1000
Not applicable
(Former name or former address, if changed
since last report)
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 |
| Class
B Common Stock, par value $0.001 per share |
|
DOMO |
|
The
Nasdaq Global Market |
| ¨ |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). |
| ¨ |
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 1.01 | Entry into a Material Definitive Agreement. |
The information set forth
in Item 3.03 of this Current Report is incorporated into this Item 1.01 by reference.
| Item 3.03 | Material Modification to Rights of Security Holders. |
On July 22, 2026, the board
of directors (the “Board”) of Domo, Inc., a Delaware corporation (the “Company”),
adopted a tax benefits preservation plan and declared a dividend distribution of one preferred stock purchase right with respect to (a)
each outstanding share of Class A common stock, par value $0.001 per share, of the Company (“Class A Common Stock”)
(a “Class A Right”) and (b) each outstanding share of Class B common stock, par value $0.001 per share, of
the Company (“Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”)
(a “Class B Right” and, together with the Class A Rights, the “Rights”), in each
case outstanding at the close of business on August 4, 2026 (the “Record Date”). Each Class A Right initially
entitles its holder, subject to the terms of the Tax Benefits Preservation Plan (as defined below), to purchase from the Company one
one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share, of the Company, and each Class
B Right initially entitles its holder, subject to the terms of the Tax Benefits Preservation Plan (as defined below), to purchase from
the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $0.001 per share, of the Company,
in each case at an exercise price of $17.50 per Right, subject to adjustment. The description and terms of the Rights are set forth in
the tax benefits preservation plan, dated as of July 22, 2026 (the “Tax Benefits Preservation Plan”), between
the Company and Equiniti Trust Company, LLC, as rights agent (and any successor rights agent, the “Rights Agent”).
The Company adopted the Tax
Benefits Preservation Plan in order to protect against a possible limitation on the Company’s ability to use its net operating
losses (the “NOLs”) and certain other tax attributes to reduce potential future U.S. federal income tax obligations.
The NOLs and certain other tax attributes are valuable assets to the Company, which may inure to the benefit of the Company and its stockholders.
However, if the Company experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986,
as amended (the “Code”), its ability to fully utilize the NOLs and certain other tax attributes will be substantially
limited and the timing of the usage of the NOLs and other tax attributes could be substantially delayed, which could significantly impair
the value of those assets. Generally, an “ownership change” occurs if the percentage of the Company’s stock owned by
one or more of its “5-percent shareholders” (as such term is defined in Section 382 of the Code) increases by more than 50
percentage points over the lowest percentage of stock owned by such stockholder or stockholders at any time over a three-year period.
The Tax Benefits Preservation Plan is intended to prevent such an “ownership change” by deterring any person or group, together
with its affiliates and associates, from acquiring beneficial ownership of 4.9% (the “Specified Percentage”)
or more of the Company’s securities.
The Tax Benefits Preservation
Plan is not expected to interfere with any merger or other business combination approved by the Board.
The
Rights. The Class A Rights will attach to any shares of Class A Common Stock, and the Class B Rights will attach to any
shares of Class B Common Stock, that become outstanding after the Record Date and prior to the earlier of the Distribution Time (as defined
below) and the Expiration Time (as defined below), and in certain other circumstances described in the Tax Benefits Preservation Plan.
Until the Distribution Time,
the Rights are associated with the applicable shares of Class A Common Stock or Class B Common Stock and evidenced by the applicable
Class A Common Stock or Class B Common Stock certificates or, in the case of uncertificated shares of Class A Common Stock or Class B
Common Stock, the book-entry account that evidences record ownership of such shares, which will contain a notation incorporating the
Tax Benefits Preservation Plan by reference, and the Rights are transferable with and only with the underlying shares of Class A Common
Stock or Class B Common Stock with which such Rights are associated.
Until the Distribution Time,
the surrender for transfer of any shares of Class A Common Stock or Class B Common Stock will also constitute the transfer of the Rights
associated with those shares. As soon as practicable after the Distribution Time, separate rights certificates will be distributed to
holders of record of Class A Common Stock and Class B Common Stock as of the Distribution Time. From and after the Distribution Time,
the separate rights certificates alone will represent the Rights.
The Rights are not exercisable
until the Distribution Time. Until a Right is exercised, its holder will have no rights as a stockholder of the Company, including the
right to vote or to receive dividends.
Separation
and Distribution of Rights; Exercisability. Subject to certain exceptions, the Rights become exercisable and trade separately
from the Class A Common Stock and Class B Common Stock only upon the “Distribution Time,” which occurs upon
the earlier of:
| · | the
close of business on the tenth (10th) day after the “Stock Acquisition Date”
(which is defined as (a) the first date of public announcement that any person or group has
become an “Acquiring Person,” which is defined as a person or group
that, together with its affiliates and associates, beneficially owns the Specified Percentage
or more of the outstanding shares of Common Stock (with certain exceptions, including those
described below) or (b) such other date, as determined by the Board, on which a person or
group has become an Acquiring Person) or |
| · | the
close of business on the tenth (10th) business day (or such later date as may be determined
by the Board prior to such time as any person or group becomes an Acquiring Person) after
the commencement of a tender offer or exchange offer that, if consummated, would result in
a person or group becoming an Acquiring Person. |
An Acquiring Person does
not include:
| · | the
Company or any subsidiary of the Company; |
| · | any
officer, director or employee of the Company or any subsidiary of the Company in his or her
capacity as such; |
| · | any
employee benefit plan of the Company or of any subsidiary of the Company or any entity or
trustee holding (or acting in a fiduciary capacity in respect of) shares of capital stock
of the Company for or pursuant to the terms of any such plan or for the purpose of funding
other employee benefits for employees of the Company or any subsidiary of the Company; |
| · | any person or group, together with its affiliates and associates, whose
beneficial ownership of the Specified Percentage or more of the then-outstanding shares of Common Stock will not jeopardize or endanger
the availability to the Company of any NOL or other tax attribute, as determined by the Board prior to the time any person becomes an
Acquiring Person (provided that such person will be an Acquiring Person if the Board subsequently makes a contrary determination, regardless
of the reason for such contrary determination); or |
| · | any person or group that, together with its affiliates and associates,
as of immediately prior to the first public announcement of the adoption of the Tax Benefits Preservation Plan, beneficially owns the
Specified Percentage or more of the outstanding shares of Common Stock so long as such person or group continues to beneficially own at
least the Specified Percentage of the outstanding shares of Common Stock and does not acquire shares of Common Stock to beneficially own
an amount equal to or greater than the greater of the Specified Percentage of the shares of Common Stock then outstanding and the sum
of the lowest beneficial ownership of such person or group since the public announcement of the adoption of the Tax Benefits Preservation
Plan plus one share of Common Stock. |
In addition, the Tax Benefits
Preservation Plan provides that a person or group will not be an Acquiring Person if the Board determines that such person or group has
become an Acquiring Person inadvertently and such person or group has already divested or divests as promptly as practicable a sufficient
number of shares of Common Stock so that such person or group would no longer be an Acquiring Person. There are also certain exceptions
for an “investment advisor” to mutual funds or a trustee of trusts qualified under Section 401(a) of the Code sponsored by
unrelated corporations, unless the Board determines, in its reasonable discretion, that such investment advisor or trustee is deemed
to beneficially own the Specified Percentage or more of the shares of Common Stock then outstanding under specified regulations promulgated
under the Code.
For purposes of the Tax Benefits
Preservation Plan, a person or group is deemed to beneficially own shares that such person or group is deemed to directly, indirectly
or constructively own (as determined for purposes of Section 382 of the Code or the regulations promulgated under the Code).
Expiration
Time. The Rights will expire on the earliest to occur of (a) the close of business on July 20, 2029 (the “Final
Expiration Time”), (b) the time at which the Rights are redeemed by the Company, (c) the time at which the Rights are exchanged
by the Company, (d) upon the closing of any merger or other acquisition transaction involving the Company pursuant to a merger or other
acquisition agreement that has been approved by the Board before any person or group becomes an Acquiring Person, or (e) the time at
which the Board determines that the NOLs and certain other tax attributes of the Company (“Tax Attributes”)
are utilized in all material respects or that an ownership change under Section 382 of the Code would not adversely impact in any material
respect the time period in which the Company could use the Tax Attributes or materially impair the amount of Tax Attributes that could
be used by the Company in any particular time period, for applicable tax purposes (the earliest of (a), (b), (c), (d) and (e) being herein
referred to as the “Expiration Time”).
Flip-in
Event. In the event that any person or group becomes an Acquiring Person (a “Flip-in Event”), each holder
of a Class A Right (other than such Acquiring Person, any of its affiliates or associates or certain transferees of such Acquiring Person
or of any such affiliate or associate, whose Rights automatically become null and void) will have the right to receive, upon exercise,
Class A Common Stock having a value equal to two times the exercise price of the Class A Right, and each holder of a Class B Right, other
than such excluded persons, will have the right to receive, upon exercise, Class B Common Stock having a value equal to two times the
exercise price of the Class B Right. If the Company does not have sufficient authorized shares of Class A Common Stock or Class B Common
Stock to satisfy the foregoing rights, the Tax Benefits Preservation Plan provides mechanisms intended to deliver equivalent economic
value and voting power to the holders of the affected Class A Rights or Class B Rights, as applicable
Flip-over
Event. In the event that, at any time following the Stock Acquisition Date, any of the following occurs (each, a “Flip-over
Event”):
| · | the
Company consolidates with, or merges with and into, any other entity, and the Company is
not the continuing or surviving entity; |
| · | any
entity engages in a share exchange with or consolidates with, or merges with or into, the
Company, and the Company is the continuing or surviving entity and, in connection with such
share exchange, consolidation or merger, all or part of the outstanding shares of Common
Stock are changed into or exchanged for stock or other securities of any other entity or
cash or any other property; or |
| · | the Company sells or otherwise transfers, in one transaction or a series of related transactions, 50% or more of the Company’s assets, cash flow or earning power,
then each holder of a Right, other than Rights that have become null and void, will have the right to receive, upon exercise, common stock of the acquiring or surviving company having a value equal to two times the exercise price of the Right. |
Preferred
Stock Provisions. Each share of Series A Preferred Stock or Series B Preferred Stock, if issued: will not be redeemable;
will entitle the holder thereof, when, as and if declared, to quarterly dividend payments equal to the greater of $1 per share and 1,000
times the amount of all cash dividends plus 1,000 times the amount of non-cash dividends or other distributions paid on one share of
Class A Common Stock or Class B Common Stock, as applicable; will entitle the holder thereof to receive $1,000 plus accrued and unpaid
dividends per share upon liquidation; will entitle the holder thereof to 40,000 votes per share, in the case of Series A Preferred Stock,
and 1,000 votes per share, in the case of Series B Preferred Stock; and, if shares of Class A Common Stock or Class B Common Stock, as
applicable, are exchanged via merger, consolidation or a similar transaction, will entitle the holder thereof to a per share payment
equal to the payment made on 1,000 shares of Class A Common Stock or Class B Common Stock, as applicable.
Anti-dilution
Adjustments. The exercise price payable, and the number of shares of Series A Preferred Stock or Series B Preferred Stock,
as applicable, or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent
dilution:
| · | in
the event of a stock dividend on, or a subdivision, combination or reclassification of, the
Series A Preferred Stock or Series B Preferred Stock, as applicable, |
| · | if holders of the Series A Preferred Stock or Series B Preferred Stock, as applicable, are granted
certain rights, options or warrants to subscribe for Series A Preferred Stock or Series B Preferred Stock, as applicable, or
convertible securities at less than the current market price of the applicable Preferred Stock or upon the distribution to holders
of the Series A Preferred Stock or Series B Preferred Stock, as applicable, of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). |
With certain exceptions,
no adjustment in the exercise price will be required until cumulative adjustments amount to at least 1% of the exercise price. No fractional
shares of Series A Preferred Stock or Series B Preferred Stock, as applicable, will be issued and, in lieu thereof, a cash payment will
be made based on the market price of the applicable Preferred Stock on the last trading day prior to the date of exercise.
Redemption;
Exchange. At any time prior to the earlier of (i) the close of business on the tenth day following the Stock Acquisition
Date (or if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following
the Record Date) and (ii) the Final Expiration Time, the Company may redeem the Rights in whole, but not in part, at a price of $0.001
per Right (subject to adjustment and payable in cash, Common Stock or other consideration deemed appropriate by the Board). Immediately
upon the action of the Board authorizing any redemption or at such later time as the Board may establish for the effectiveness of the
redemption, the Rights will terminate and the only right of the holders of Rights will be to receive the redemption price.
At any time after any person
becomes an Acquiring Person but before any Acquiring Person, together with all of its affiliates and associates, becomes the beneficial
owner of 50% or more of the outstanding shares of Common Stock, the Company may exchange the Rights (other than Rights owned by the Acquiring
Person or any of its affiliates or associates or certain transferees of an Acquiring Person or any such affiliate or associate, whose
Rights will have become null and void), in whole or in part, at an exchange ratio of one share of Class A Common Stock per Class A Right
and one share of Class B Common Stock per Class B Right, or, at the option of the Company, one one-thousandth of a share of Series A
Preferred Stock per Class A Right and one one-thousandth of a share of Series B Preferred Stock per Class B Right, or shares of a class
or series of the Company’s preferred stock having equivalent rights, preferences and privileges, in each case subject to adjustment.
Exemption
Requests. A person desiring to either (i) effect a transaction that might result in such person becoming a beneficial
owner of the Specified Percentage or more of the then-outstanding shares of Common Stock or (ii) effect a transaction that might result
in such person owning additional shares of Common Stock when such person already owns the Specified Percentage or more of the then-outstanding
shares of Common Stock, may, by following the procedures outlined in the Tax Benefits Preservation Plan, request that the Board determine
that such person would not be an Acquiring Person. The Board may grant the exemption notwithstanding the effect on the Company’s
NOLs and other tax attributes, if the Board determines that such approval is in the best interests of the Company. The Board may impose
any conditions that it deems reasonable and appropriate in connection with any such determination, including restrictions on the ability
of the requesting person to transfer shares of Common Stock acquired by it in the transaction requiring approval.
Amendment
of the Tax Benefits Preservation Plan. The Company and the Rights Agent may from time to time amend or supplement the
Tax Benefits Preservation Plan without the consent of the holders of the Rights. However, on or after such time as any person becomes
an Acquiring Person, no amendment can materially adversely affect the interests of the holders of the Rights (other than the Acquiring
Person, any of its affiliates or associates or certain transferees of an Acquiring Person or of any such affiliate or associate).
Miscellaneous.
While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances,
recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) or for common stock
of the acquiring company or in the event of the redemption of the Rights as described above.
Additional Information.
The foregoing description of the Tax Benefits Preservation Plan does not purport to be complete and is qualified in its entirety by reference
to the complete Tax Benefits Preservation Plan which has been filed with the Securities and Exchange Commission as an exhibit to a registration
statement on Form 8-A and as an exhibit to this Current Report and is incorporated herein by reference. A copy of the Tax Benefits Preservation
Plan is also available free of charge from the Company.
Item 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the adoption
of the Tax Benefits Preservation Plan described in Item 3.03 of this Current Report, the Board approved (i) a Certificate of Designation
of Series A Junior Participating Preferred Stock, which designates the rights, preferences and privileges of 3,264 shares of a series
of the Company’s preferred stock, par value $0.001 per share, designated as Series A Junior Participating Preferred Stock, and
(ii) a Certificate of Designation of Series B Junior Participating Preferred Stock, which designates the rights, preferences and privileges
of 500,000 shares of a series of the Company’s preferred stock, par value $0.001 per share, designated as Series B Junior Participating
Preferred Stock (the “Certificates of Designation”). The information set forth in Item 3.03 of this Current
Report is incorporated into this Item 5.03 by reference.
The Certificates of
Designation will be filed with the Delaware Secretary of State and are expected to become effective on July 22,
2026. Copies of the Certificates of Designation have been filed as Exhibits 3.1 and 3.2 to this Current Report and are incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate
of Designation of the Series A Junior Participating Preferred Stock of the Company, dated July 22, 2026 (incorporated by reference
to Exhibit 3.1 to the Company’s Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on July
22, 2026, File No. 001-38553) |
| |
|
|
| 3.2 |
|
Certificate
of Designation of the Series B Junior Participating Preferred Stock of the Company, dated July 22, 2026 (incorporated by reference
to Exhibit 3.2 to the Company’s Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on July
22, 2026, File No. 001-38553) |
| |
|
|
| 4.1 |
|
Tax
Benefits Preservation Plan, dated as of July 22, 2026, by and between the Company and Equiniti Trust Company, LLC, as rights agent
(which includes the Form of Rights Certificate as Exhibit B thereto) (incorporated by reference to Exhibit 4.1 to the Company’s
Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on July 22, 2026, File No. 001-38553) |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| |
DOMO,
INC. |
| |
|
| Date: July
22, 2026 |
By: |
/s/ Joshua G. James |
| |
|
Joshua G. James |
| |
|
Chief Executive Officer |
