UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): January 122, 2024

Safeguard Scientifics, Inc.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania	001-05620	23-1609753
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer ID No.)

150 N. Radnor Chester Rd., STE F-200 Radnor, PA	19087
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 610-293-0600

Not applicable (Former Name or Former Address if Changed Since Last Report)

(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 (see General Instruction A.2. below):

¨☐ 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 ($.10 par value)	SFE	The NASDAQ Stock Market LLC

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 83.01. ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 22, 2024, Safeguard Scientifics, Inc. (the “Company”)~~, as~~ ~~authorized~~provided bynotice ~~its~~to ~~Board~~The ofNasdaq ~~Directors~~Stock ~~(the~~Market LLC (“~~Board~~Nasdaq”), ~~will~~that ~~file~~it ~~amendments~~intends to ~~the~~file ~~Company’s Second~~Form ~~Amended~~25 ~~and~~with ~~Restated~~the ~~Articles~~Securities ofand ~~Incorporation,~~Exchange asCommission ~~amended,~~(the ~~with~~“SEC”) ~~the~~on ~~Pennsylvania Department~~February of2, ~~State~~2024 to ~~effectuate~~voluntarily adelist ~~reverse~~its shares of common stock ~~split~~from attrading aon ~~ratio~~Nasdaq ofin ~~1-for-100,~~connection towith beits ~~followed~~previously ~~immediately~~announced byplan ato ~~forward~~deregister ~~stock~~its ~~split~~common ~~at a~~stock ~~ratio~~under ofthe ~~100-for-1~~Securities ~~(collectively~~Exchange ~~referred~~Act toof 1934, as amended (the “~~stock~~Exchange ~~splits~~Act”), ~~which~~with ~~are~~these ~~expected~~actions tohaving ~~become~~been ~~effective~~approved onby ~~or about January 12, 2024, and~~ the Company’s ~~common~~Board ~~stock~~of isDirectors ~~expected to begin trading~~ on ~~The~~December ~~Nasdaq~~15, ~~Stock~~2023 ~~Market~~and ~~LLC~~referred ~~(“Nasdaq”)~~to onas ~~a post-forward stock split basis upon~~ the ~~opening of trading on January 16, 2024~~“Transaction.”

These stock split ratios are within the ranges approved by the Company’s shareholders at the special meeting of shareholders held on December 15, 2023 in connection with the Company’s previously announced plan to cease the registration of the Company’s common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to delist the Company’s common stock from trading on Nasdaq (referred to as the “Transaction”). Following the effectiveness of the stock splits, the Company intends to file a Form 25 (Notification of Removal From Listing and/or Registration under Section 12(b) of the Exchange Act) with the Securities and Exchange Commission (the “SEC”). The Company expects that the delisting will occur ten days after the filing of Form 25, at which point, the Company intends to file a Form 15 with the SEC certifying that it has less than 300 shareholders of record, which will terminate the registration of the Company’s common stock under Section 12(g) of the Exchange Act. Following the delisting of the Company’s common stock from trading on Nasdaq, any trading in the Company’s common stock would only occur in privately negotiated sales and potentially on an over-the-counter market. The Company isexpects ~~seeking~~ to have its common stock quoted on a market operated by OTC Markets Group Inc. (the “OTC”) so that a trading market may continue to exist for its common stock. There is no guarantee, however, that a broker will continue to make a market in the common stock and that trading of the common stock will continue on an OTC market or otherwise.

Item 58.0201 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

The Company ~~has~~filed ~~also~~amendments ~~previously announced~~to ~~that, in connection with~~ the ~~Transaction,~~Company’s ~~Messrs.~~Second ~~Salzman~~Amended and ~~Herndon~~Restated ~~will~~Articles noof ~~longer~~Incorporation, ~~serve~~ as ~~the~~amended, ~~Company’s~~with ~~executive officers~~the asPennsylvania Department of ~~December~~State ~~31,~~to ~~2023,~~effectuate ~~and~~a ~~the~~reverse ~~Company~~stock ~~entered~~split ~~into~~at a ~~letter~~ratio ~~agreement~~of ~~(the “Services Agreement”) with Rock Creek Advisors~~1-for-100, ~~LLC~~followed ~~(“Rock~~immediately ~~Creek”).~~by ~~Pursuant~~a toforward ~~the~~stock ~~Services~~split ~~Agreement,~~at ~~Rock~~a ~~Creek~~ratio ~~started~~of to100-for-1 ~~perform~~(collectively ~~certain~~referred ~~consulting and advisory services related~~ to ~~the~~as ~~outsourcing~~“stock ofsplits”), ~~the~~which ~~Company’s~~were ~~financial~~both ~~and operational functions~~ effective ason of January 112, 2024. InCopies ~~addition,~~ of the ~~Board~~articles ~~appointed~~of ~~Mark~~amendment ~~Dow~~are ofattached ~~Rock~~hereto ~~Creek~~ as ~~the~~Exhibits ~~Company’s~~3.1 ~~Chief~~and ~~Executive~~3.2, ~~Officer~~respectively, ~~Chief Financial Officer~~ and ~~Secretary~~are ~~effective as~~incorporated ofby ~~January~~reference ~~1, 2024~~herein.

~~Mr.~~Forward-Looking Dow, 57, has been serving as Managing Director of Rock Creek since January 2019. As Managing Director of Rock Creek, he provides a full range of financial advisory, operational and management services to companies that have reached a financial inflection point due to business or market conditions. Mr. Dow has served as Chief Financial Officer and Chief of Operating Office of middle market companies, worked on turnarounds, managed wind downs and formal insolvency proceedings. Mr. Dow has more than 27 years of accounting, finance and operations experience.Statements

~~Mr.~~This ~~Dow’s~~Form ~~compensation for~~8-K ~~this~~may ~~position~~contain isforward-looking ~~included~~statements asthat ~~part~~are ofbeing made pursuant to the ~~fees~~Private ~~payable~~Securities byLitigation ~~the~~Reform ~~Company~~Act toof ~~Rock~~1995, ~~Creek~~which provides a “safe harbor” for ~~overall~~forward-looking ~~services~~statements ~~Rock~~to ~~Creek~~encourage ~~provides~~companies to provide prospective information so long as those statements are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the ~~Company~~ statement. ~~There~~Such ~~are~~forward-looking nostatements ~~additional,~~include statements about the perceived benefits and notiming ~~anticipated~~of ~~additional~~the Transaction, ~~compensatory~~trading ~~arrangements~~of ~~between~~ the Company’s common stock following the voluntary delisting from trading on Nasdaq, and ~~Mr.~~the ~~Dow~~number inof ~~connection with~~holders ~~his~~of ~~performance~~record asof the Company’s ~~officer~~common ~~beyond~~stock ~~such~~that ~~fees~~the ~~payable~~Company byexpects to have after the ~~Company~~stock splits. Such forward-looking statements are subject to ~~Rock~~a ~~Creek.~~number ~~Other~~of ~~than~~known asand ~~described~~unknown ~~above~~risks and uncertainties that could cause actual results, ~~there~~ ~~are~~performance noor ~~arrangements~~achievements to differ materially from those described or ~~understandings~~implied ~~between~~in Mrsuch forward-looking statements. ~~Dow~~Accordingly, ~~and~~actual ~~any~~results ~~other~~may ~~person~~differ ~~pursuant~~materially tofrom ~~which~~such heforward-looking ~~was~~statements. ~~appointed~~The forward-looking statements relating to ~~serve~~the asTransaction are based on the Company’s ~~Chief~~ ~~Executive~~current ~~Officer~~expectations, ~~Chief~~assumptions, ~~Financial~~estimates ~~Officer~~ and ~~Secretary.~~projections ~~There~~about ~~are~~the noCompany ~~family~~and ~~relationships~~involve ~~between~~significant ~~Mr.~~risks ~~Dow~~ and ~~any~~uncertainties, ~~director~~including ~~or executive~~the ~~officer~~many ofvariables that may impact the Company.’s ~~Other~~projected ~~than~~cost assavings, ~~disclosed~~variables ~~herein,~~and ~~Mr.~~risks ~~Dow~~related ~~does~~to ~~not~~the ~~have~~consummation aof ~~direct~~the orTransaction. ~~indirect~~The ~~material~~Company ~~interest~~assumes inno obligation for updating any ~~transaction~~ ~~required~~such forward-looking statements to bereflect ~~disclosed~~actual ~~pursuant~~results, tochanges ~~Item~~in ~~404(a)~~assumptions ofor ~~Regulation~~changes Sin other factors affecting such forward-Klooking statements.

Item 7.01

Regulation FD Disclosure.

On January 522, 2024, the Company issued a press release, which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The exhibit is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such exhibit 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 9.01

Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

Number		Exhibit
99.1		Press Release, dated January 5, 2024
3.1		Articles of Amendment to the Company’s Second Amended and Restated Articles of Incorporation, as amended, dated January 12, 2024, to effectuate the reverse stock split
3.2		Articles of Amendment to the Company’s Second Amended and Restated Articles of Incorporation, as amended, dated January 12, 2024, to effectuate the forward stock split
99.1		Press Release, dated January 22, 2024
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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.

	Safeguard Scientifics, Inc.
Date: January 5, 2024	By:	/s/ G. Matthew Barnard
Date: January 22, 2024	By:	/s/ G. Matthew Barnard
	Name:	G. Matthew Barnard
	Title:	Special Counsel

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