ontf-20230508
0001110611FALSE00011106112023-05-082023-05-08


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): May 8, 2023
_______________________
ON24, INC.
(Exact name of registrant as specified in its charter)
_______________________
Delaware001-3996594-3292599
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
50 Beale Street, 8th Floor
San Francisco,
CA94105
(Address of principal executive offices)(Zip Code)
(415369-8000
(Registrant’s telephone number, including area code)
_______________________
Check the appropriate box below if the Form 8-K 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 classTrading SymbolName of each exchange on which registered
Common stock, par value $0.0001 per shareONTFThe New York Stock Exchange
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 7.01     Regulation FD Disclosure.

On May 8, 2023, ON24, Inc. (the “Company”) issued a press release announcing that its Board of Directors declared the one-time special cash dividend described in Item 8.01 of this Current Report on Form 8-K. The Company’s press release is attached as Exhibit 99.1 to this current report and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in the press release attached as Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01     Other Events.
On May 8, 2023, the Company’s Board of Directors declared a one-time special cash dividend of $1.09 per share, to all common stockholders of record as of the close of business on May 22, 2023, payable on or about June 15, 2023.
Item 9.01     Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description of Exhibits
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
Date: May 8, 2023
ON24, Inc.
By:/s/ Steven Vattuone
Steven Vattuone
Chief Financial Officer
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Exhibit 99.1
on24logo.jpg

ON24 Declares Special Cash Dividend

SAN FRANCISCO--(BUSINESS WIRE)--ON24 (NYSE: ONTF) (“ON24” or the “Company”), today announced that its Board of Directors has declared a one-time, special cash dividend on the Company’s outstanding common shares of $1.09 per share, to all common shareholders of record as of the close of business on May 22, 2023, payable on or about June 15, 2023. The special cash dividend is expected to result in an aggregate distribution of approximately $50 million.
Sharat Sharan, co-founder, CEO and director of ON24, said, “We are pleased to make this special cash distribution, which is a key component of our capital return program and reflects our strong financial position and confidence in ON24’s future. Following this special dividend, our cash balance will remain strong and, we believe, continue to afford us the flexibility to focus on growth and enhancing near-term value for our shareholders, while at the same time leaving ample liquidity to invest in strategic priorities and navigate through the current macro environment.”
The special cash dividend is part of the Company’s previously announced $125 million capital return program. As previously disclosed, the Company expects the remaining $75 million of capital return to be effected through a combination of an accelerated share repurchase program and/or open market purchases, to be completed in Q1 2024. Upon completion of the $125 million capital return program, ON24 will have returned $166 million of capital since December 2021.
The Company notes that its capital return authorization does not constitute a legal obligation to repurchase shares. The timing, number of shares repurchased, and prices paid for the repurchased shares under this program will be at the discretion of management and will depend on market conditions as well as regulatory limitations, including applicable blackout period restrictions.
As previously announced on April 11, 2023, the Company will release its 2023 first quarter of fiscal 2023 financial results on Tuesday, May 9, 2023.
About ON24
ON24 is on a mission to re-imagine how companies engage, understand and build relationships with their audience in a digital world. Through our leading sales and marketing platform for digital engagement, businesses use our portfolio of webinar, virtual event and content experiences to drive engagement and generate first-party data, delivering revenue growth across the enterprise – from demand generation to customer success to partner enablement.
ON24 powers digital engagement for industry-leading customers worldwide, including 3 of the 5 largest global technology companies, 3 of the 6 largest US banks, 3 of the 5 largest global healthcare companies, and 3 of the 5 largest global industrial manufacturers, enabling organizations to reach millions of professionals a month for billions of engagement minutes per year with all the first-party data being captured, generated and integrated from one place. ON24 is headquartered in San Francisco with global offices in North America, EMEA, and APAC. For more information, visit www.ON24.com.
Forward-Looking Statement
This document contains “forward-looking statements” under applicable securities laws. In some cases, such statements can be identified by words such as: “expect,” “convert,” “believe,” “plan,” “future,” “may,” “should,” “will,” and similar references to future periods. Forward-looking statements include express or implied statements regarding our ability to achieve our business strategies, growth, or other future events or conditions. Such statements are based on our current beliefs, expectations, and assumptions about future events or conditions, which are subject to inherent risks and uncertainties, including the risks and uncertainties discussed in the filings we make from time to time with the Securities and Exchange Commission. Actual results may differ materially from those indicated in forward-looking statements, and you should not place undue reliance on them. All statements herein are based only on information currently









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available to us and speak only as of the date hereof. Except as required by law, we undertake no obligation to update any such statement.

© 2023 ON24, Inc. All rights reserved. ON24 and the ON24 logo are trademarks owned by ON24, Inc., and are registered in the United States Patent and Trademark Office and in other countries. The other referenced trademarks and service marks are also owned by ON24, Inc. and may be registered in some countries.









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Contacts
Media:
Tessa Barron
[email protected]

Investor:
Lauren Sloane, The Blue Shirt Group for ON24
[email protected]









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