Item 1.02 Termination of Material Definitive Agreement.

The disclosures under the Introductory Note and Item 2.01 are incorporated herein by reference.

On February 8, 2023, the Company terminated that certain Loan and Security Agreement, dated April 15, 2022, as amended, among the Company, Qumu, Inc. and Silicon Valley Bank, and repaid all the outstanding obligations in respect of principal, interest and fees thereunder.

Additionally, at the Effective Time, the outstanding warrant to purchase 314,286 shares of Common Stock issued by the Company to HCP-FVD, LLC on October 21, 2016 was terminated by the Company's payment of the required cash purchase price in accordance with such warrant and the outstanding warrant to purchase 100,000 shares of Common Stock issued by the Company to iStudy Co., Ltd. on August 31, 2018 was terminated unexercised in accordance with such warrant.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Pursuant to the Merger Agreement, Merger Sub commenced the Offer on January 6, 2023 to acquire all of the outstanding shares of Common Stock for a purchase price of $0.90 per share, net to the seller in cash, without interest and subject to any required tax withholding (the "Offer Price"). All capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Merger Agreement.

The Offer and related withdrawal rights expired as scheduled at one minute after 11:59 p.m., New York City time, on February 6, 2023, and the Offer was not extended. Equiniti Trust Company, in its capacity as the depositary for the Offer, advised that, as of the expiration of the Offer, 13,934,904 shares of Common Stock were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 77.7% of all shares then issued and outstanding as of the expiration of the Offer. The number of shares of Common Stock tendered pursuant to the Offer satisfied the Minimum Condition. As the Minimum Condition and each of the other conditions of the Offer have been satisfied, Merger Sub accepted for payment all such shares of Common stock in accordance with the terms of the Offer.





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Following consummation of the Offer, the remaining conditions to the Merger set forth in the Merger Agreement were satisfied, and on February 8, 2023, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the "Surviving Corporation"). At the effective time of the Merger (the "Effective Time"), shares of Common Stock not purchased pursuant to the Offer (other than certain excluded shares as described in the Merger Agreement) were canceled and converted into the right to receive the Offer Price in cash, without interest and subject to any required tax withholding (the "Merger Consideration").

Pursuant to the Merger Agreement, at the Effective Time:





  ? each outstanding Company stock option, whether or not then exercisable or
    vested, was canceled and converted into the right to receive an amount in
    cash, without interest and subject to any required withholding taxes, equal to
    the excess, if any, of the Merger Consideration over the per share exercise
    price applicable to such Company stock option, multiplied by the total number
    of shares subject to such Company stock option,

  ? each outstanding award of restricted stock, restricted stock units and the
    earned portion of each performance stock unit award was vested as of
    immediately before the Effective Time and was canceled and converted into the
    right to receive an amount in cash, without interest and subject to any
    required withholding taxes, equal to the Merger Consideration, multiplied by
    the number of shares of Common Stock subject to such award, and

  ? the unearned portion of each outstanding performance stock unit award,
    including the portion of each outstanding performance stock unit award
    relating to a 2023 performance period, was canceled.

The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with the SEC on December 19, 2022, and is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 8, 2023, the Company notified the Nasdaq Stock Market LLC ("Nasdaq") of the consummation of the Merger and requested that Nasdaq file with the SEC a notification on Form 25 to delist and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Nasdaq filed the Form 25 with the SEC on February 8, 2023. The Common Stock was suspended from listing on the Nasdaq Stock Market after the close of trading on February 8, 2023. The Company intends to file with the SEC a Form 15 under the Exchange Act requesting the deregistration of the Common Stock and the suspension of the Company's reporting obligations under Section 13 and 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosures under the Introductory Note, Item 2.01, Item 3.01, Item 5.01, and Item 5.03 are incorporated herein by reference.





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Item 5.01 Changes in Control of Registrant.

The disclosures under the Introductory Note, Item 2.01, Item 3.03, Item 5.02 and Item 5.03 are incorporated herein by reference.

As a result of the consummation of the Offer and the Merger, there was a change in control of the Company, and the Company became a wholly-owned subsidiary of Parent.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosures under the Introductory Note and Item 2.01 are incorporated herein by reference.

In connection with the consummation of the Merger and effective as of the Effective Time, each of Rose Bentley, Mary E. Chowning, Neil E. Cox, Daniel R. Fishback, Edward D. Horowitz, Kenan Lucas, and Robert F. Olson, the members of the Board of Directors of the Company (the "Board") holding such positions immediately prior to the Effective Time resigned from the Board and from all committees thereof on which such directors served. These changes were not a result of any disagreement between the Company and the directors on any matter relating to the Company's operations, policies, or practices. Additionally, effective as of the Effective Time, Rose Bentley, the Company's Chief Executive Officer, and Thomas A. Krueger, the Company's Chief Financial Officer, resigned from all director positions with the Company's subsidiaries.

Pursuant to the Merger Agreement, as of the Effective Time, the directors of Merger Sub immediately prior to the Effective Time became the directors of the Surviving Corporation. Information regarding the new directors has been previously disclosed on Schedule I of the Offer to Purchase as filed with the Tender Offer Statement on Schedule TO, dated January 6, 2023.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company's articles of incorporation, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the "Amended and Restated Articles of Incorporation"). In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, the Company's bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the "Amended and Restated Bylaws").

Copies of the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.





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Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit
Number                                  Description

2.1         Agreement and Plan of Merger, dated December 17, 2022, by and among
          Enghouse Interactive, Inc., Cosmos Merger Sub, Inc., and Qumu
          Corporation (incorporated by reference to Exhibit 2.1 to the Company's
          Current Report on Form 8-K filed with the SEC on December 19, 2022).

3.1         Amended and Restated Articles of Incorporation of Qumu Corporation
          dated February 8, 2023.

3.2         Amended and Restated Bylaws of Qumu Corporation dated February 8,
          2023.

104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document).




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