Indaba Capital Amends ON24 Stake Disclosure

TL;DR

**Indaba Capital just updated its ON24 stake, signaling potential changes in their investment strategy.**

AI Summary

Indaba Capital Management, L.P. filed Amendment No. 3 to its Schedule 13D on February 26, 2024, regarding its ownership in ON24, Inc. The filing updates previous disclosures about Indaba's stake in ON24, whose common stock has a par value of $0.0001 per share and CUSIP number 68339B104. This amendment reflects ongoing changes in Indaba's investment position in the prepackaged software company.

Why It Matters

This filing indicates an active institutional investor, Indaba Capital Management, is adjusting its reported position in ON24, which could signal strategic shifts or ongoing engagement with the company.

Risk Assessment

Risk Level: low — This is an amendment to a Schedule 13D, indicating a change in beneficial ownership, which is a routine disclosure and not inherently high-risk.

Key Players & Entities

• Indaba Capital Management, L.P. (company) — Filing entity
• ON24, Inc. (company) — Subject company
• $0.0001 (dollar_amount) — Par value per share of ON24 Common Stock
• February 26, 2024 (date) — Filing date of Amendment No. 3
• 68339B104 (other) — CUSIP Number for ON24 Common Stock

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• sc13da310123015_02232024.htm (SC 13D/A) — 96KB
• 0000921895-24-000545.txt ( ) — 98KB

Purpose of Transaction

Item 4. Purpose of Transaction

of the Schedule 13D is hereby supplemented

Item 4 of the Schedule 13D is hereby supplemented as follows: On February 22, 2024, Indaba entered into a Letter Agreement (the “Letter Agreement”) with the Issuer. Pursuant to the Letter Agreement, the Issuer agreed to take all actions necessary to ensure that Ronald P. Mitchell will continue serving on the Board and as a member of the Nominating and Corporate Governance Committee of the Board until the Issuer’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”). The Letter Agreement also provides that until the Expiration Date (as defined below) the size of the Board may not be increased above nine (9) directors, without the prior written consent of Indaba. Pursuant to the Letter Agreement, Indaba has agreed, to which stockholder nominations for director elections are permitted pursuant to the Issuer’s Amended and Restated Bylaws with respect to the Issuer’s 2025 Annual Meeting (the “Expiration Date”). The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, which is incorporated by reference as Exhibit 99.1 hereto and is incorporated herein by reference.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

of the Schedule 13D is hereby supplemented to add the following

Item 6 of the Schedule 13D is hereby supplemented to add the following: On February 22, 2024, the Reporting Persons and the Issuer entered into the Letter Agreement as defined and described in Item 4 above and incorporated by reference as Exhibit 99.1 hereto. The Letter Agreement is incorporated herein by reference.

Material to Be Filed As Exhibits

Item 7. Material to Be Filed As Exhibits

of

Item 7 of the Schedule 13D is hereby supplemented to add the following Exhibit: Exhibit Description 99.1 Letter Agreement, by and among ON24, Inc. and Indaba Capital Management, L.P., dated February 22, 2024 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on February 26, 2024). 5 CUSIP No. 68339B104

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 26, 2024 INDABA CAPITAL MANAGEMENT, L.P. By: IC GP, LLC, its general partner By: /s/ Derek C. Schrier Name: Derek C. Schrier Title: Managing Member IC GP, LLC By: /s/ Derek C. Schrier Name: Derek C. Schrier Title: Managing Member /s/ Derek C. Schrier DEREK C. SCHRIER 6

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