UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 FORM 8-A/A
(Amendment No.1) 

 

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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

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TURTLE BEACH CORPORATION

(Exact name of registrant as specified in its charter)

 

 

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Securities to be registered pursuant to Section 12(b) of the Act:

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: Not Applicable

Securities to be registered pursuant to Section 12(g) of the Act:

None

 

 

 

EXPLANATORY NOTE

This Form 8-A/A is filed by Turtle Beach Corporation, a Nevada corporation (the “Company”) to reflect the expiration of the preferred stock purchase rights (each, a “Right” and collectively, the “Rights”) registered on the Form 8-A filed by the Company on March 29, 2023.

On June 15, 2023, the Company entered into Amendment No. 1 (the “Amendment”) to the Rights Agreement, dated as of March 28, 2023, by and between the Company and Issuer Direct Corporation, as rights agent (the “Rights Agreement”) (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K filed by Turtle Beach Corporation with the Securities and Exchange Commission on March 29, 2023). The Amendment terminated the Rights Agreement by accelerating the expiration time of the Rights to 5:00 p.m., New York, New York time, on June 15, 2023.

The foregoing is a summary of the terms of the Amendment. The summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 4.2 and incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

EXHIBIT INDEX