________________________________________________________________________________________________________________________________________________

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): ~~August 30~~November 8, 2022

__________________________

RealNetworks, Inc.

(Exact name of registrant as specified in its charter)

Washington

001-37745

91-1628146

(State or other jurisdictionof incorporation)

(Commission File Number)

(I.R.S. EmployerIdentification No.)

__________________________

Washington

001-37745

91-1628146

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1501 First Avenue South, Suite 600

Seattle, Washington 98134

(Address of principal executive offices) (Zip code)

(206) 674-2700

(Registrant'’s telephone number, including area code)

~~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
Common Stock, Par Value $0.001 per share	RNWK	The NASDAQ Stock Market
Preferred Share Purchase Rights	RNWK	The NASDAQ Stock 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).

Title of each class

Tradingsymbol(s)

Name of each exchangeon which registered

Common stock, par value $0.001 per share

RNWK

The NASDAQ Stock Market

Preferred Share Purchase Rights

RNWK

The NASDAQ Stock Market


Emerging growth company			o

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant ishas anelected ~~emerging~~not ~~growth~~to ~~company~~use asthe ~~defined~~extended intransition ~~Rule~~period ~~405~~for ofcomplying ~~the~~with ~~Securities~~any ~~Act~~new ofor ~~1933~~revised ~~(§230.405~~financial ofaccounting ~~this~~standards ~~chapter)~~provided orpursuant ~~Rule~~to ~~12b-2~~Section 13(a) of the ~~Securities~~ Exchange Act ~~of 1934 (§240~~.~~12b-2~~ ~~of this chapter).~~o

~~Emerging growth company~~____________________________________________________________________________________________________________

If Item 2.02. Results 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~~Operations ~~Exchange~~and ~~Act~~Financial Condition.

~~Item~~On 3November 8, 2022, RealNetworks, Inc.01 announced its financial results for the nine months ended September 30, 2022. ~~Notice~~The full text of ~~Delisting~~the orpress ~~Failure~~release tois ~~Satisfy~~furnished aas ~~Continued~~Exhibit ~~Listing~~99.1 ~~Rule~~hereto orand ~~Standard;~~is ~~Transfer~~incorporated ofherein ~~Listing~~by reference.

AsFurnished ~~previously~~as ~~reported,~~Exhibit ~~on February 18, 2022, RealNetworks, Inc~~99.2 ~~(the~~hereto ~~“Company”)~~is ~~received~~additional ainformation ~~letter~~regarding ~~from~~non-GAAP ~~the~~financial ~~Listing~~measures ~~Qualifications~~included ~~Department~~in ~~(the~~certain ~~“Staff”)~~public ofdisclosures ~~The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price~~ of ~~the Company’s common stock (the “Common Stock”) for the prior 30 consecutive business days~~RealNetworks, ~~the~~including ~~Company~~its ~~was~~financial ~~not~~results inpress ~~compliance~~release ~~with the requirement to maintain a minimum bid price of $1.00 per share~~ for ~~continued listing on The Nasdaq Global Select Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (~~the ~~“Minimum~~nine ~~Bid~~months ~~Price~~ended ~~Requirement”).~~September ~~Pursuant to Nasdaq Listing Rule 5810(c)(3)(A)~~30, ~~the Company was granted 180 calendar days, or until August 17,~~ 2022~~, to regain compliance~~.

~~On August 16, 2022 the Company applied to transfer its securities from~~ The ~~Nasdaq~~information ~~Global~~set ~~Select~~forth ~~Market~~in tothis ~~The~~Item 2.02 ~~Nasdaq~~(including ~~Capital~~Exhibits ~~Market~~99.1 and ~~requested~~99.2) ashall ~~second~~not ~~180-day~~be ~~period~~deemed to“filed” ~~regain~~for ~~compliance~~purposes ~~with~~of ~~the~~Section 18 ~~Minimum~~of ~~Bid~~the ~~Price~~Securities ~~Requirement.~~and OnExchange ~~August~~Act ~~30,~~of ~~2022~~1934, ~~the~~as ~~Company~~amended ~~received a second letter from~~ (the ~~Staff~~“Exchange ~~approving~~Act”), ~~the~~or ~~Company’s~~otherwise ~~application~~subject to ~~list~~the ~~its~~liabilities ~~common~~of ~~stock on The Nasdaq Capital Market and advising~~ that ~~the Company had been granted an additional 180 calendar days~~section, or ~~until~~incorporated ~~February~~by ~~13,~~reference ~~2023,~~in toany ~~regain~~filing ~~compliance~~under ~~with~~ the ~~Minimum~~Securities ~~Bid~~Act ~~Price~~of ~~Requirement~~1933, inas ~~accordance~~amended, ~~with~~or ~~Nasdaq~~the ~~Listing~~Exchange ~~Rule~~Act, ~~5810(c)(3)(A).~~except ~~The~~as ~~Company’s~~shall ~~securities will~~ be ~~transferred~~expressly toset ~~The~~forth ~~Nasdaq~~by ~~Capital~~specific ~~Market~~reference atin ~~the~~such ~~opening~~a ~~of business on September 1, 2022~~filing.

The Company will continue to monitor the closing bid price of its Common Stock and consider implementing available options to regain compliance with the Minimum Bid Price Requirement within the allotted compliance period, including by effecting a reverse stock split, if necessaryItem 9. ~~If the Company does not regain compliance within the allotted compliance period, Nasdaq will provide notice that the Company’s Common Stock will be subject to delisting~~01. Financial ~~The~~Statements ~~Company~~and ~~would then be entitled to appeal that determination to a Nasdaq hearings panel~~Exhibits. ~~There can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement during the 180-day extension.~~

~~This~~(d) Current Report on Form 8-K 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, including statements related to the Company’s ability to regain compliance with Nasdaq’s continued listing standards, including by effecting a reverse stock splitExhibits. While the Company believes its plans, intentions and expectations reflected in any forward-looking statements are reasonable, these plans, intentions or expectations may not be achieved. The Company’s actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. For information about the factors that could cause such differences, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, including the information discussed under the captions “Item 1 Business,” “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the Company’s various other filings with the SEC. Given these uncertainties, you should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statement.

Pursuant to the rules and regulations of the SEC, the attached exhibits are deemed to have been furnished to, but not filed with, the SEC.



Exhibit No.			Description

99.1			Earnings Release of RealNetworks, Inc. dated November 8 , 2022

99.2			Information Regarding Non-GAAP Financial Measures

104			Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 8-K Report to be signed on its behalf by the undersigned hereunto duly authorized.

REALNETWORKS, INC. By: /s S / ~~Michael~~Brian ~~Parham~~McClain ~~Michael~~Brian ~~Parham~~McClain ~~Senior~~Interim ~~Vice~~Chief ~~President,~~Financial ~~General~~Officer ~~Counsel~~and Treasurer(Principal Financial and ~~Corporate~~Accounting ~~Secretary~~Officer)

Dated: ~~August 30~~November 8, 2022

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