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 1926, 2022

AutoWeb, Inc.

(Exact name of registrant as specified in its charter)

Delaware		1-34761		33-0711569
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

400 North Ashley Drive, Suite 300

Tampa, Florida 33602-4314

(Address of principal executive offices) (Zip Code)

(949) 225-4500

Registrant’s telephone number, including area code

(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	Name of each exchange on which registered
Common Stock, par value $0.001 per share	AUTO	The Nasdaq Capital 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 1.01 Entry ~~into~~Into a Material Definitive Agreement.

On May 1926, 2022, AutoWeb, Inc. (“~~Exemption~~Company”) ~~Agreement~~entered ~~Effective~~into ~~Date”),~~a ~~AutoWeb,~~Fourth ~~Inc.~~Amendment to Loan, aSecurity ~~Delaware~~and ~~corporation~~Guarantee Agreement (“~~AutoWeb~~Credit Facility Fourth Amendment”) or with CIT Northbridge Credit LLC (“~~Company~~CNC”) to amend the Company’s existing Loan, Security and Guarantee Agreement with CNC initially entered into anon ~~Amended~~March ~~and~~26, ~~Restated~~2020, ~~Tax~~as ~~Benefit~~amended ~~Preservation~~on ~~Plan~~May ~~Exemption~~18, ~~Agreement~~2020, ~~(“Amended~~July 30, 2021, and ~~Restated~~September ~~Exemption~~13, ~~Agreement”)~~2021 ~~with~~(the ~~Global~~existing ~~Value~~Loan ~~Investment~~Agreement, ~~Corp.~~as amended to date, ais ~~Delaware~~referred ~~corporation~~to (herein collectively as the “~~Initial~~Credit ~~Requesting~~Facility ~~Person~~Agreement”).

~~Tax~~The ~~Benefit~~Credit ~~Preservation~~Facility ~~Plan~~Fourth Amendment provides for (i) a reduction in the minimum borrowing usage requirement from forty percent (40%) to twenty percent (20%) of the aggregate revolver commitments under the Credit Facility Agreement, which results in a reduction in the minimum borrowing usage requirement from $8.0 million to $4.0 million; (ii) a reduction in the base amount used to calculate the underusage fee from $10.0 million to $6.0 million; and (iii) application of the approximately $4.0 million in the Company’s restricted cash account used as collateral under the Credit Facility Agreement to reduce the current outstanding loan balance under the Credit Facility Agreement by this amount.

AsThe ~~previously~~Credit ~~reported,~~Facility ~~effective~~Fourth asAmendment ofalso ~~May~~amends ~~26, 2010,~~ the ~~Company~~Credit ~~adopted~~Facility aAgreement ~~Tax Benefit Preservation Plan, which plan was amended by Amendment No. 1~~ to ~~Tax~~allow ~~Benefit Preservation Plan dated as of April 14, 2014, Amendment No. 2 to Tax Benefit Preservation Plan dated April 13, 2017, and Amendment No. 3 dated as of March 31, 2020, and~~ the ~~number~~financing of ~~rights~~insurance ~~thereunder~~premiums ~~adjusted~~for ~~by that Certificate of Adjustment dated as of July 12, 2012 (~~the ~~original~~2022-2023 ~~plan,~~renewal asperiod ~~amended~~under ~~and adjusted, is collectively referred to herein as~~ the ~~“Plan”).~~Credit ~~The~~Facility ~~Board~~Agreement ~~of Directors of the Company (“Board”) adopted the Plan to protect stockholder value by preserving important tax assets. The Company has generated substantial net operating loss carryovers~~ and ~~other tax attributes for United States federal income tax purposes (“Tax Benefits”)~~ that ~~can~~any ~~generally~~liens beon ~~used to offset future taxable income and therefore reduce federal income tax obligations. However,~~ the ~~Company’s~~associated ~~ability~~insurance topolicies ~~use~~or ~~the~~proceeds ~~Tax~~thereof ~~Benefits~~that ~~will~~secure ~~be adversely affected if there is an “ownership change” of~~ the ~~Company~~financing ~~as defined under Section 382~~ of the ~~Internal~~insurance ~~Revenue~~premiums ~~Code~~shall ~~(“Section~~be ~~382”).~~permitted In general, an ownership change will occur if the Company’s “5% shareholders” (as defined under Section 382) collectively increase their ownership in the Company by more than 50% over a rolling three-year periodliens.

The ~~Plan~~foregoing ~~was~~description ~~adopted~~of ~~to reduce~~ the ~~likelihood~~Credit ~~that~~Facility ~~the~~Agreement ~~Company’s~~and ~~use~~Credit ofFacility ~~its~~Fourth ~~Tax~~Amendment ~~Benefits~~is ~~could~~not becomplete ~~substantially~~and ~~limited~~is ~~under~~qualified ~~Section 382.~~in ~~The~~its ~~Plan~~entirety isby ~~intended~~reference to ~~deter~~the ~~any~~Loan, ~~“Person”~~Security ~~(as~~and ~~defined~~Guarantee inAgreement ~~the~~dated ~~Plan)~~as ~~from~~of ~~becoming~~March an26, ~~“Acquiring~~2020, ~~Person”~~by ~~(as~~and ~~defined~~between in the ~~Plan)~~Company and ~~thereby~~CIT ~~jeopardizing~~Northbridge ~~the~~Credit ~~Company’s~~LLC, ~~Tax~~which ~~Benefits.~~is Inincorporated ~~general,~~herein anby ~~Acquiring~~reference to ~~Person~~Exhibit is10.1 ~~any~~to ~~Person,~~the ~~itself~~Current orReport ~~together~~on Form 8-K filed with ~~all~~the ~~“Affiliates”~~SEC on March 26, 2020 (SEC File No. 001-34761), as ~~defined~~amended inby the ~~Plan)~~First ofAmendment ~~such~~to ~~Person~~Loan, ~~that~~Security ~~becomes~~and ~~the~~Guarantee ~~“Beneficial~~Agreement ~~Owner”~~dated (as ~~defined~~of inMay ~~the~~18, ~~Plan)~~2020, ofwhich ~~4.9%~~is orincorporated ~~more~~herein ofby reference to Exhibit 10.1 to the ~~Company’s~~Current ~~outstanding~~Report ~~“Common~~on ~~Stock”~~Form ~~(as~~8-K ~~defined~~filed inwith the ~~Plan).~~SEC ~~Under~~on ~~the~~May ~~Plan~~19, ~~the~~2020 ~~Board~~(SEC ~~may~~File No. 001-34761), inthe ~~its~~Second ~~sole~~Amendment ~~discretion~~to and Consent Under Loan, ~~exempt~~Security ~~any~~and ~~person~~Guarantee ~~from~~Agreement ~~being~~dated ~~deemed~~as anof ~~Acquiring~~July ~~Person~~30, ~~for~~2021, ~~purposes~~which ofis ~~the~~incorporated ~~Plan~~herein ifby reference to Exhibit 10.1 to the ~~Board~~Current ~~determines~~Report ~~that~~on ~~such~~Form ~~person’s~~8-K ~~ownership~~filed ofwith ~~Common~~the ~~Stock~~SEC ~~will~~on ~~not~~August be2, ~~likely~~2021 (SEC File No. 001-34761), the Third Amendment to ~~directly~~Loan, orSecurity ~~indirectly~~and ~~limit~~Guarantee ~~the~~Agreement, ~~availability~~dated as of ~~the~~September ~~Company’s~~13, ~~Tax~~2021, ~~Benefits~~which or is ~~otherwise~~incorporated inherein by reference to Exhibit 10.1 to the ~~best~~Current ~~interests~~Report ofon Form 8-K filed with the ~~Company~~SEC on September 15, 2021 (~~“Plan~~SEC ~~Exemption”)~~File No. ~~The~~ ~~Board~~001-34761), ~~does~~and ~~not~~the ~~have~~Fourth ~~any~~Amendment ~~obligation~~to Loan, ~~implied~~Security orand ~~otherwise~~Guarantee Agreement, a copy of which is filed as Exhibit 10.1 to ~~grant~~this ~~any~~Current ~~Plan~~Report ~~Exemptions~~on Form 8-K and is hereby incorporated by reference.

~~The~~Item foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Tax Benefit Preservation Plan dated as of May 26, 2010, by and between Company and Computershare Trust Company, N5.~~A.,~~02 asDeparture ~~rights agent, together with the following exhibits thereto: Exhibit A – Form~~ of ~~Right~~Directors ~~Certificate;~~or ~~and~~Certain Exhibit B – Summary of Rights to Purchase Shares of Preferred Stock of Company, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on June 2, 2010 (SEC File No. 000-22239)Officers; ~~Amendment~~Election ~~No. 1 to Tax Benefit Preservation Plan dated as~~ of April 14, 2014, between Company and Computershare Trust Company, N.A., as rights agent, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on April 16, 2014 (SEC File No. 001-34761)Directors; ~~Amendment~~Appointment ~~No. 2 to Tax Benefit Preservation Plan dated as~~ of ~~April 13,~~Certain 2017, between Company and Computershare Trust Company, N.A., as rights agent, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on April 14, 2017 (SEC File No. 001-34761)Officers; ~~Amendment~~Compensatory ~~No.~~Arrangements ~~3 to Tax Benefit Preservation Plan dated as~~ of ~~March~~Certain ~~31, 2020, between Company and Computershare Trust Company, N~~Officers.A., as rights agent, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on April 2, 2020 (SEC File No. 001-34761); Certificate of Adjustment Under Section 11(m) of the Tax Benefit Preservation Plan, incorporated by reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q for the Quarterly Period ended September 30, 2012 filed with the SEC on November 8, 2012 (SEC File No. 001-34761).

~~Summary~~On ~~Description~~May 27, 2022, Michael A. Carpenter notified the Chairman of the ~~Amended~~Board of Directors (“Board”) of the Company that, effective immediately, he was resigning his position as a member of the Board and ~~Restated~~as ~~Exemption~~a ~~Agreement~~member of the Board’s Audit Committee (“Audit Committee”).

AsMr. ~~previously~~Carpenter ~~reported,~~was ona ~~May~~member ~~12,~~of ~~2021 (“Original Exemption Agreement Effective Date”),~~ the ~~Initial~~Board’s ~~Requesting~~Audit ~~Person~~Committee. ~~and~~Mr. ~~the~~Michael ~~Company~~J. ~~entered~~Fuchs ~~into~~has abeen ~~Tax~~appointed ~~Benefit~~by ~~Preservation~~the ~~Plan~~Board ~~Exemption Agreement, pursuant~~ to ~~which~~serve ~~the~~as ~~Initial~~a ~~Requesting~~member ~~Person~~of ~~was granted an exemption under~~ the ~~Plan~~Audit toCommittee ~~acquire up~~ to ~~875,281~~replace ~~shares of Common Stock, representing approximately six and one-half percent (6~~Mr.~~5%)~~ ~~of the Company’s 13,465,871 shares of Common Stock outstanding as of the Original Exemption Agreement Effective Date~~Carpenter.

~~The~~Item ~~Board~~5.03 ~~considered~~Amendments ~~the Initial Requesting Person’s request and granted a Plan Exemption~~ to ~~acquire~~Articles ~~shares~~ of ~~Common~~Incorporation ~~Stock~~or inBylaws; ~~excess~~Change of the Current Beneficially Owned Shares provided that the aggregate number of shares of Common Stock Beneficially Owned by the Requesting Person, any other Requesting Persons (as defined below) that may become a party to the Amended and Restated Exemption Agreement in ~~accordance~~Fiscal with the terms thereof and their respective Affiliates and Associates does not collectively exceed 1,124,091 shares of Common Stock, representing approximately 8.0% of the Company’s outstanding shares of Common Stock as of the Exemption Agreement Effective Date, subject to and in reliance upon the Requesting Person and any other such Requesting Persons entering into and remaining in compliance with the terms and conditions set forth in the Amended and Restated Exemption Agreement.Year

~~Under~~On ~~the~~June ~~Amended~~1, ~~and Restated Exemption Agreement~~2022, the ~~Requesting~~Board ~~Person,~~approved ~~any~~an ~~other~~amendment ~~persons~~(“Bylaw ~~that~~Amendment ~~may~~No. ~~become~~2”) ~~a party~~ to ~~the~~Section ~~Amended~~3.02 ~~and~~of ~~Restated Exemption Agreement pursuant to~~ the ~~terms~~Company’s ~~thereof,~~Seventh Amended and ~~their~~Restated ~~respective~~Bylaws ~~Affiliates~~ (~~collectively,~~ “~~Requesting Persons~~Bylaws”) ~~agreed~~to ~~that~~decrease ~~at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of~~ the ~~stockholders~~number of ~~the~~authorized ~~Company,~~directors ~~and~~on ~~in any action by written consent of~~ the ~~stockholders~~Board offrom ~~the~~eight ~~Company,~~(8) ~~the~~to ~~Requesting~~five ~~Persons shall~~ (i5) ~~appear~~members. atBylaw ~~the~~Amendment ~~meeting~~No. or2 ~~otherwise~~will ~~cause~~be ~~any~~effective ~~and~~upon ~~all~~expiration of the ~~portion~~term of ~~Shares (as defined in~~ the ~~Amended~~Board’s ~~and~~Class ~~Restated~~III ~~Exemption~~Directors ~~Agreement)~~upon ~~that~~commencement ~~exceeds~~of the ~~number~~2022 ofAnnual ~~shares~~Meeting of ~~Common~~Stockholders ~~Stock that equals~~ (a“Effective Time”). ~~the~~Bylaw ~~number~~Amendment ofNo. ~~shares~~2 ofsupersedes ~~Common~~Amendment ~~Stock that equals 4~~No.9% of1 ~~the~~to ~~shares of Common Stock outstanding as of~~ the ~~Original~~Bylaws ~~Exemption~~that ~~Agreement~~was ~~Effective~~previously ~~Date~~reported ~~minus~~and ~~(b)~~that ~~one~~was ~~(1) share of Common Stock (“Exemption Shares”)~~ to be ~~counted~~effective as ~~present thereat for purposes~~ of ~~establishing~~the aEffective ~~quorum;~~Time ~~(ii) vote (or cause~~ to bereduce ~~voted) any and all Exemption Shares~~ the ~~same~~number ~~proportion (for or against) as the shares actually voted for or against such matters by the stockholders~~ of ~~the~~authorized ~~Company,~~directors ~~other than the Requesting Persons and their respective Affiliates; and (iii) granted representatives~~ of the Company anfrom ~~irrevocable~~eight ~~proxy~~ (~~“Irrevocable Proxy”~~8) to ~~vote~~seven ~~the Exemption Shares in accordance with the foregoing instructions~~(7). The Requesting Persons further agreed not to enter into any proxy, agreement or understanding with any person or entity the effect of which would be materially inconsistent with or violative of any provision contained herein.

In addition to the foregoing voting agreement and proxies, the Requesting Persons agreed that they will not, in any manner, directly or indirectly, (except: (i) pursuant to a negotiated transaction approved by the Board; or (ii) as may otherwise be approved by the Board):

● make, effect, initiate, cause or participate in (i) any acquisition of Beneficial Ownership of any securities of the Company or any securities of any Subsidiary (as defined in the Plan) or other Affiliate or Associate (as defined in the Plan) of the Company (except as such transfers between Requesting Persons in compliance with Section 2.2 of the Amended and Restated Exemption Agreement), (ii) any Company Acquisition Transaction (as defined in the Amended and Restated Exemption Agreement), or (iii) any “solicitation” of “proxies” (as those terms are defined in Rule 14a-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended) or consents with respect to any securities of the Company, or take any action which might force the Company to make a public announcement regarding any of these types of matters;

● nominate or seek to nominate any person to the Board or otherwise act, alone or in concert with others, to seek to control or influence the management, Board or policies of the Company; provided that a Requesting Person may seek privately with the Board or the Company’s Chief Executive Officer to influence the decisions made by the existing management or Board in a manner (1) that is not disclosed publicly and (2) would not force the Company to make a public announcement regarding such attempts to influence the decisions of existing Company management or the Board;

● request or propose that the Company (or its directors, officers, employees or agents), directly or indirectly, amend or waive any provision of these standstill provisions of the Amended and Restated Exemption Agreement unless such request or proposal is made privately to the Board in a manner (1) that is not disclosed publicly and (2) that would not force the Company to make a public announcement regarding such request or proposal;

● agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in these standstill provisions of the Amended and Restated Exemption Agreement;

● assist, induce or encourage any other Person to take any action referred to in these standstill provisions of the Amended and Restated Exemption Agreement; or

● enter into any discussions or arrangements with any third party with respect to the taking of any action referred to in these standstill provisions of the Amended and Restated Exemption Agreement.

The Amended and Restated Exemption Agreement allows the Requesting Persons as a group to acquire Beneficial Ownership of additional shares of Common Stock (“Additional Beneficially Owned Shares”) as long as (i) the collective Beneficial Ownership of the Requesting Persons and their respective Affiliates and Associates does not exceed 1,124,091 shares of Common Stock (which number of shares represents approximately 8.0% of the Company’s outstanding Common Stock as of the Exemption Agreement Effective Date); (ii) the Requesting Persons are in compliance with all of the provisions of the Amended and Restated Exemption Agreement as of the acquisition date of any Additional Beneficially Owned Shares; (iii) the representations and warranties of the Requesting Persons in the Amended and Restated Exemption Agreement shall be true, accurate and complete as if made as of the date of any such acquisition of Additional Beneficially Owned Shares; (iv) the acquisition of Additional Beneficially Owned Shares would not result in any Person who is not a Requesting Person or any Affiliate or Associate of a Requesting Person, individually or collectively, constituting a 5% shareholder under Section 382; and (v) the acquisition of the Additional Beneficially Owned Shares is completed within 90 days of the Exemption Agreement Effective Date.

The Amended and Restated Exemption Agreement will remain in effect until the earliest to occur of the following (as a result of which the Amended and Restated Exemption Agreement shall immediately terminate) (i) at any time by written consent of each of the Requesting Persons and the Company; (ii) automatically upon the termination of the Plan whether by the Board or upon its own terms, unless a substitute or successor tax benefit preservation or other stockholder rights plan is implemented, in which case the Amended and Restated Exemption Agreement shall not terminate; (iii) automatically without any further action by the parties hereto, at such time as the Requesting Persons (together with their respective Affiliates and Associates) collectively Beneficially Own less than 4.9% of the Company’s then outstanding shares of Common Stock.

The foregoing description of the Amended and Restated Exemption Agreement and Irrevocable Proxy does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Exemption Agreement and the Irrevocable Proxy, which are filed with this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

Exhibits

103.1 Amendment Number 2 to Seventh Amended and Restated ~~Tax~~Bylaws ~~Benefit~~of ~~Preservation~~AutoWeb, ~~Plan~~Inc. ~~Exemption~~(to ~~Agreement,~~be effective asupon the expiration of ~~May~~the ~~19,~~term ~~2022,~~of bythe ~~and~~Class ~~between~~III ~~AutoWeb,~~directors ~~Inc.~~upon ~~and~~commencement ~~Global~~of ~~Value~~the ~~Investment~~2022 ~~Corp.~~Annual Meeting of Stockholders)

	10.2	Irrevocable Proxy dated as of May 19, 2022 by Global Value Investment Corp.
	10.1	Fourth Amendment to Loan, Security and Guarantee Agreement dated as of May 26, 2022, by and between AutoWeb, Inc., a Delaware corporation, and CIT Northbridge Credit LLC.
	104	Cover Page Interactive Data ~~Filed~~File (~~embedded~~formatted ~~within~~as ~~the~~inline ~~Inline~~ XBRL ~~document~~)

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~~June 231, 2022

	AUTOWEB, INC.

	By:	/s/ Glenn E. Fuller
		Glenn E. Fuller Executive Vice President, Chief Legal Officer and Secretary

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