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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):
September 22, 2026
HUCKLEBERRY.AI, INC.
(Exact name of Registrant as Specified in Its
Charter)
| Delaware |
|
001-38553 |
|
27-3687433 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 3300 N Triumph Boulevard, Suite 100 |
|
|
| Lehi, UT |
|
84043 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including
Area Code: (385) 338-5608
Domo, Inc. (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 (§ 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. ¨
Introductory Note.
On September 22, 2026, Huckleberry.ai, Inc., a
Delaware corporation formerly known as Domo, Inc. (the “Company”), and Progress Software Corporation, a Delaware corporation
(“Progress”), completed the previously announced sale to Progress of substantially all of the Company’s assets and employees,
excluding the Company’s net operating loss carryforwards, and the assumption by Progress of certain liabilities of the Company,
used in the operation of its business of providing software platforms, applications, tools and related technologies for business intelligence,
data visualization, reporting and dashboarding, data integration and analytics, embedded and distributed analytics, workflow and process
automation, AI-powered data products and AI agents, and data governance and data management, in each case delivered on a cloud-based,
hosted, on premises or hybrid basis to enterprise, commercial and governmental customers, pursuant to that certain Asset Purchase Agreement,
dated July 22, 2026, by and between the Company and Progress (the “Purchase Agreement”). The transactions contemplated by
the Purchase Agreement are collectively referred to as the “Transactions.”
In connection with the closing of the Transactions,
the Company changed its name to “Huckleberry.ai, Inc.” and will begin trading on the Nasdaq Global Market under the trading
symbol, “HUCK”, on September 24, 2026.
Item 1.02 Termination of a Material Definitive Agreement.
On September 22, 2026, at the closing of the Transactions,
the Company terminated the Amended and Restated Loan and Security Agreement, dated August 8, 2023 (as amended from time to time, the “Loan
and Security Agreement”), among the Company, as borrower, Domo, Inc., a Utah corporation, as co-borrower, the lenders from time
to time party thereto, Obsidian Agency Services, Inc., a California corporation, as collateral agent for the lenders, and Wilmington Trust,
National Association, as administrative agent for the lenders. In connection with the termination of the Loan and Security Agreement,
(i) all outstanding borrowings and other obligations owing by the Company, together with all accrued and unpaid interest and fees thereon,
were discharged and paid in full, (ii) all commitments thereunder were terminated and (iii) all related liens and guaranties were
released.
Item 2.01 Completion of Acquisition or Disposition of Assets.
As described above, the Transactions
were completed on September 22, 2026. At the closing of the Transactions, the Company received approximately $221.0 million in cash,
after giving effect to the purchase price adjustments set forth in the Purchase Agreement, the Warrant Repurchase (as defined below)
and certain other adjustments in respect of Excluded Liabilities (as defined in the Purchase Agreement) agreed between the parties for
administrative purposes.
The information set forth in the Introductory Note
of this Current Report on Form 8-K is incorporated by reference herein. The description of Transactions contained in the Introductory
Note and this Item 2.01 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase
Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
As described above, on September 22, 2026, the
Company changed its name to “Huckleberry.ai, Inc.” The Company effected its name change by merging Huckleberry.ai Merger Sub,
Inc., a Delaware corporation and wholly owned subsidiary of the Company, with and into the Company, with the Company continuing as the
surviving corporation (the “Merger”), pursuant to Section 253 of the General Corporation Law of the State of Delaware, as
amended. The Merger became effective upon the filing of a Certificate of Ownership and Merger (the “Certificate of Ownership and
Merger”) with the Secretary of State of the State of Delaware on September 22, 2026. Pursuant to the Certificate of Ownership and
Merger, Article I of the Amended and Restated Certificate of Incorporation of the Company was amended to change the name of the Company
to “Huckleberry.ai, Inc.”
Effective September 22, 2026, pursuant to resolutions approved by the
Board of Directors of the Company, the Amended and Restated Bylaws of the Company were amended to reflect the change in the Company’s
name.
In connection with the change in the Company’s
name, the Company’s Class B Common Stock, par value $0.001 per share (“Class B Common Stock”), will cease trading under
the trading symbol “DOMO” and will begin trading under the trading symbol “HUCK” on the Nasdaq Global Market,
effective September 24, 2026.
The Merger does not affect the Company’s
CUSIP or the rights of its security holders. Other than the name change, the Company did not make any changes to its Amended and Restated
Certificate of Incorporation or its Amended and Restated Bylaws. Copies of the Certificate of Ownership and Merger and the Amended and
Restated Bylaws of the Company are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On September 22, 2026, the Company issued a press
release announcing the completion of the Transactions and the changes in its name and trading symbol. A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference into this Item 7.01.
The information in this Item 7.01 shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company
under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
Item 8.01 Other Items.
On September 22, 2026, at the election of the holders
of the Company’s warrants to purchase shares of Class B Common Stock issued in February 2024 and August 2024, the Company repurchased
all such warrants then outstanding for approximately $10.0 million in the aggregate in accordance with the terms of such warrants (collectively,
the “Warrant Repurchase”).
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act and the Exchange Act and the Private Securities Litigation Reform Act of 1995.
These forward-looking statements include, but are not limited to, statements regarding the Company’s evaluation of opportunities
for value creation and to return capital to stockholders. Forward-looking statements are subject to risks and uncertainties and are based
on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking
statements. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication
of future performance. The potential risks and uncertainties that could cause actual results to differ from the results predicted include,
among others, those risks and uncertainties included under the caption “Risk Factors” and elsewhere in our filings with the
SEC, including, without limitation, the Annual Report on Form 10-K filed with the SEC on April 16, 2026 and subsequent filings with the
SEC. All information provided in this Current Report on Form 8-K and in the attachments is as of the date hereof, and we undertake no
duty to update this information unless required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 2.1 |
|
Asset Purchase Agreement, dated July 22, 2026, by and between Domo, Inc. and Progress Software Corporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 22, 2026).* |
| 3.1 |
|
Certificate of Ownership and Merger of Huckleberry.ai Merger Sub, Inc. with and into Domo, Inc., filed with the Secretary of State of the State of Delaware, effective on September 22, 2026. |
| 3.2 |
|
Amended and Restated Bylaws of Huckleberry.ai, Inc., effective on September 22, 2026. |
| 99.1 |
|
Press Release issued by Huckleberry.ai, Inc., dated September 22, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
*
Schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies
of any such schedules and exhibits to the SEC upon its request.
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.
| |
HUCKLEBERRY.AI, INC. |
| |
|
| September 22, 2026 |
By |
/s/ Tod Crane |
| |
Name: |
Tod Crane |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Domo Completes
Sale to Progress Software;
Huckleberry Begins
the Next Chapter
Huckleberry starts
with $221 million in cash and more than $900 million in net operating loss carryforwards
Founder and CEO
Josh James will continue to lead the debt-free public company
SILICON SLOPES, Utah, September 22,
2026 – Domo, Inc. (Nasdaq: DOMO) today announced the completion of its previously announced sale to Progress Software Corporation
(Nasdaq: PRGS). With the transaction complete, Domo, Inc. has changed its name to Huckleberry.ai, Inc. (the “Company” or
“Huckleberry”). Josh James will continue to lead the Company alongside its current Board of Directors.
Through
the transaction, Progress acquired substantially all of the Company’s assets and employees, excluding the Company’s net operating
loss carryforwards, and assumed certain of its liabilities. The Company’s AI and data platform have become part of Progress.
“Domo
was built on the belief that data should change the way a business runs,” said Josh James, Founder and CEO. “I’m incredibly
proud of what our team created and grateful to the customers who pushed us to keep making it better. That work will continue at Progress.”
“Today, the Huckleberry
business starts with significant resources and leadership that knows how to build,” said Mr. James. “We are evaluating
opportunities where our experience as builders and operators can give us an advantage.”
Introducing Huckleberry.ai
Effective September 24, 2026, Huckleberry’s
common stock will trade on the Nasdaq Global Market under the trading symbol “HUCK” (CUSIP 257554105). Stockholders do not
need to take any action. Existing share certificates and book-entry positions will remain valid.
Huckleberry begins with a debt-free
balance sheet. At closing, the Company repaid all outstanding amounts under its credit facility and repurchased outstanding warrants
held by the lenders. After giving effect to the purchase price adjustments set forth in the definitive agreement for the transaction,
certain other adjustments agreed between the parties and payment of other pre-existing obligations at closing, the Company starts with
cash of approximately $221 million, equivalent to approximately $4.46 per share.
The Company also retains more than $900 million in net operating loss carryforwards, along with certain other assets and liabilities
that were not included in the sale.
The Company’s tax benefits preservation plan remains in effect. The plan is intended to reduce the likelihood of an ownership change
under Section 382 of the Internal Revenue Code that could limit the Company’s ability to use its net operating losses and other
tax attributes.
The Board is evaluating opportunities
to put the Company’s capital and tax assets to work, as well as potential ways to return capital to stockholders. The Company will
share additional information when appropriate.
About Huckleberry
Huckleberry is a publicly traded company
led by founder and CEO Josh James. Effective September 24, 2026, the Company will trade on the Nasdaq Global Market under the trading
symbol “HUCK”. The Company is evaluating opportunities to create long-term value for stockholders.
Huckleberry’s Disclosure Channels
to Disseminate Information
The Company’s investors and others
should note that we announce material information to the public about our Company and other issues through a
variety of means, including Huckleberry’s website, press releases, filings with the U.S. Securities and Exchange Commission (SEC),
blogs and social media, in order to achieve broad, non-exclusionary distribution of information to the public. We intend to use @JoshJames
X account as a means of disclosing information about the Company and for complying with the disclosure obligations under
Regulation FD. The information we post through these social media channels may be deemed material. Accordingly, we encourage investors
and others to monitor these social media channels in addition to following our press releases, SEC filings and public conference calls
and webcasts. The social media channels that we intend to use as a means of disclosing the information described here may be updated
from time to time as listed on our investor relations webpage.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and
the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding
the Company’s evaluation of opportunities for value creation and to return capital to stockholders. Forward-looking statements
are subject to risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ
materially from those expected or implied by the forward-looking statements. Actual results may differ materially from the results predicted,
and reported results should not be considered as an indication of future performance. The potential risks and uncertainties that could
cause actual results to differ from the results predicted include, among others, those risks and uncertainties included under the caption
"Risk Factors" and elsewhere in our filings with the SEC, including, without limitation, the Annual Report on Form 10-K
filed with the SEC on April 16, 2026 and subsequent filings with the SEC. All information provided in this release and in the attachments
is as of the date hereof, and we undertake no duty to update this information unless required by law.
# # #
Any names contained herein may be trademarks of their respective owners.
Media and Investor Contact
Tod Crane
Chief Financial Officer
ir@huckleberry.ai