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) November 915, 2022

RealNetworks, Inc.

(Exact name of registrant as specified in its charter)

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).


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 45.0102. ~~Changes~~Departure inof ~~Registrant’s~~Directors ~~Certifying~~or ~~Accountant~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Resignation~~On November 15, 2022, RealNetworks, Inc. (the “Company”) entered into a letter agreement with Brian McClain extending Mr. McClain’s services as the interim Chief Financial Officer of ~~Current~~the ~~Independent~~Company ~~Registered~~until ~~Public~~December ~~Accounting~~31, ~~Firm~~2022 (the “Amendment Agreement”). Under the Amendment Agreement, Mr. McClain will continue to receive base salary of $350,000 on an annualized basis and Company-paid health insurance coverage through the term extension. At the conclusion of the term extension ending on December 31, 2022, Mr. McClain will be eligible for a discretionary cash bonus of up to $9,250.

OnForward-Looking ~~November 9, 2022, BDO USA, LLP (“BDO”) notified RealNetworks, Inc. (the “Company”) that it resigned as the Company’s independent registered public accounting firm.~~ Statements

~~BDO's~~This ~~report~~Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that involve risks and uncertainties. Differences may result from actions taken by the Company’s ~~consolidated~~Board ~~financial~~of Directors, as well as from risks and uncertainties beyond the Company’s control. Additional factors that could cause results to differ materially from those anticipated in forward-looking statements ~~for~~can be found under the ~~fiscal~~caption ~~years~~“Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and ~~2020~~in ~~did~~the ~~not~~Company’s ~~contain~~other anfilings ~~adverse~~with ~~opinion~~the orSecurities aand ~~disclaimer~~Exchange ofCommission. ~~opinion~~Except ~~and~~as ~~were~~may be required by law, the Company does not ~~qualified~~intend, ornor ~~modified~~undertake asany duty, to ~~uncertainty,~~update ~~audit~~this ~~scope~~information orto ~~accounting~~reflect ~~principle~~future events or circumstances.

During the fiscal years ended December 31, 2021 and 2020 and the subsequent interim periods through the date of BDO's resignation, there were (i) no disagreements with BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to BDO's satisfaction, would have caused BDO to make reference thereto in their reports on the financial statements for such fiscal years, and (ii) no "reportable events" within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The Company provided BDO with a copy of the disclosures it is making in this Form 8-K and requested that BDO furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein. A copy of such letter, dated November 15, 2022, is filed as Exhibit 16.1 hereto.

Engagement of New Independent Registered Public Accounting Firm

As of the date of this Form 8-K, our Audit Committee has not retained a new independent registered public accounting firm.

_____________________________________________________________________________________________

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed or furnished herewith.

Exhibit No.			Description
16.1			Letter from BDO USA, LLP to the Securities and Exchange Commission, dated November 15, 2022
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 report to be signed on its behalf by the undersigned hereunto duly authorized.



REALNETWORKS, INC.

By:						/s/ Michael Parham
						Michael Parham
						Senior Vice President, General Counsel and Corporate Secretary

Dated: November 1521, 2022

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