BABB 8-K
Bab, Inc. (BABB)
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): March 8, 2021
BAB, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
0-31555 |
36-4389547 |
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(State or other jurisdiction of incorporation) |
Commission file number |
(IRS Employer or organization Identification No.) |
500 Lake Cook Road, Suite 475 Deerfield, Illinois 60015
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number: (847) 948-7520
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 (see General Instruction A.2.below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
Trading Symbol |
Name of each exchange on which registered Symbol(s) |
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Common Stock |
BABB |
OTCQB |
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. ☐
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Item 1.01. |
Entry into a Material Definitive Agreement |
The information included in item 3.03 below and Amendment No. 5 to Preferred Shares Rights Agreement filed as Exhibit Number 99.2 to this current report on Form 8-K is incorporated herein by reference.
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Item 3.03 |
Material Modification to Rights of Security Holders. |
On March 4, 2021 the Board of Directors approved Amendment No.5 to the Company’s Preferred Shares Rights Agreement dated as May 6, 2013. The amendment revises the definition of “Final Expiration Date” to mean the eleventh anniversary of the date of the Preferred Shares Rights Agreement.
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Item 9.01 |
Financial Statements and Exhibits |
The following is filed as an Exhibit to this current report on form 8-K:
Exhibit 99.2 Amendment No. 5 to Preferred Shares Rights Agreement
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.
BAB, Inc.
(Registrant)
| By: /s/ Michael K Murtaugh | ||
| Michael K. Murtaugh, General Counsel and Secretary | ||
| Date: March 8, 2021 |
Exhibit 99.2
AMENDMENT NO. 5 TO PREFERRED SHARES RIGHTS AGREEMENT
THIS AMENDMENT NO. 5 TO PREFERRED SHARES RIGHTS AGREEMENT (this “Amendment”), dated as of March 4, 2021, is between BAB, Inc., a Delaware corporation (the “Company”), and American Stock Transfer and Trust Company, LLC (“AST”), as successor to IST Shareholder Services as successor Rights Agent (“IST”).
WHEREAS, the Company has selected AST to succeed IST as Successor Rights Agent under the Preferred Shares Rights Agreement between the Company and IST, dated May 6, 2013 and AST has agreed to so act as successor Rights Agent; and
WHEREAS, pursuant to Section 27 of the Preferred Shares Rights Agreement, the Company desires to amend the Preferred Shares Rights Agreement in order to revise the Final Expiration Date as set forth below;
NOW, THEREFORE, the Preferred Shares Rights Agreement is hereby amended as follows:
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1. |
Section 1 (y) “Final Expiration Date” is hereby amended in its entirety to read as follows: |
(y) “Final Expiration Date” means the eleventh anniversary of the date of this Agreement.
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2. |
Certification. |
The Company certifies that this Amendment complies with Section 27 of the Rights Agreement.
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3. |
Effectiveness. |
This Amendment shall be deemed effective as of March 4, 2021. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.
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4. |
Miscellaneous |
This Amendment shall be deemed to be a contract made under the laws of the state of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be original, and all such counterparts shall together constitute but one and the same instrument. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal, or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused the Amendment to be duly executed as of the date set forth above.
| BAB, INC. | |||
| By: | /s/ Michael K. Murtaugh | ||
| Name: Michael K. Murtaugh | |||
| Title: General Counsel and Secretary | |||
| AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC | |||
| By: | /s/ Michael A. Nespoli | ||
| Name: Michael A. Nespoli | |||
| Title: Executive Director | |||