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data/filings/SMX/SMX (Security Matters) Public Ltd Co (SMX) - Form 6-K. 2024-06-11 (0001493152-24-023431).md

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+6-K 1 form6-k.htm 
+
+****
+
+****
+
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**Washington, D.C. 20549**
+
+**FORM 6-K**
+
+****
+
+****
+
+****
+
+**REPORT OF FOREIGN PRIVATE ISSUER**
+
+**PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE**
+
+**SECURITIES EXCHANGE ACT OF 1934**
+
+**For the month of June 2024**
+
+****
+
+**Commission File Number: 001-41639**
+
+**_SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY_**
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+**Mespil Business Centre, Mespil House**
+
+**Sussex Road, Dublin 4, Ireland**
+
+**Tel: +353-1-920-1000**
+
+(Address of Principal Executive Offices) (Zip Code)
+
+Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐  
+  
+---  
+  
+The Extraordinary General Meeting of Shareholders (the “General Meeting”) of SMX (Security Matters) Public Limited Company (the “Company”), originally scheduled for June 4, 2024, was adjourned to and was held on June 11, 2024. At the General Meeting, the Company’s shareholders voted on the following two proposals and cast their votes as described below. The proposals are described in more detail in the Company’s Notice and Proxy Statement for Extraordinary General Meeting of Shareholders attached as Exhibit 99.1 to the Company’s Report on Form 6-K filed with the U.S. Securities and Exchange Commission on May 10, 2024.
+
+Proposal 1: To consolidate the Company’s ordinary shares (with a nominal value of US$0.0022 per share) in the authorized but unissued and in the authorized and issued share capital of the Company, at a ratio to be determined in the discretion of the Board of Directors of the Company to result in a targeted post-consolidation price per share of up to US$10.00, into 1 ordinary share with a corresponding adjustment to the nominal value per share.
+
+**For** |  | **Against** |  | **Abstain**  
+---|---|---|---|---  
+13,326,955 |  | 1,034,104 |  | 11,263  
+  
+Proposal 2: To approve an adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the foregoing proposal.
+
+**For** |  | **Against** |  | **Abstain**  
+---|---|---|---|---  
+13,568,273 |  | 628,376 |  | 175,673  
+  
+There were 14,372,322 ordinary shares voted at the General Meeting. Accordingly, as the Company has received a majority of the votes cast at the General Meeting, in accordance with Ireland law, Proposals 1 and 2 each passed.
+
+The Company has not yet determined the actual consolidation ratio, when its ordinary shares will begin trading on a consolidation-adjusted basis, or the exact number of shares outstanding taking into account the consolidation. Once the consolidation ratio has been determined by the Board of Directors of the Company, the Company will announce the ratio in a Report on Form 6-K. In addition, the consolidation will not be effective and the Company’s ordinary shares will not begin trading on a consolidation-adjusted basis, until the Company’s ordinary shares have been assigned a new ISIN number and CUSIP number.  
+  
+---  
+  
+****
+
+****
+
+**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 thereunto duly authorized.
+
+Date: June 11, 2024
+
+| **SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY**  
+---|---  
+|  |   
+| By: | _/s/ Haggai Alon_  
+| Name: | Haggai Alon  
+| Title: | Chief Executive Officer  
+  
+---

data/filings/SMX/SMX (Security Matters) Public Ltd Co (SMX) - Form 6-K. 2024-06-12 (0001493152-24-023556).md

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+6-K 1 form6-k.htm 
+
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**Washington, D.C. 20549**
+
+**FORM 6-K**
+
+**REPORT OF FOREIGN PRIVATE ISSUER**
+
+**PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE**
+
+**SECURITIES EXCHANGE ACT OF 1934**
+
+**For the month of June 2024**
+
+****
+
+**Commission File Number: 001-41639**
+
+**_SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY_**
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+**Mespil Business Centre, Mespil House**
+
+**Sussex Road, Dublin 4, Ireland**
+
+**Tel: +353-1-920-1000**
+
+(Address of Principal Executive Offices) (Zip Code)
+
+Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐  
+  
+---  
+  
+---  
+  
+On June 9, 2024, the Board of Directors (the “Board”) of SMX (Security Matters) Public Limited Company (the “Company”), upon the recommendation of a majority of the independent members of the Board acting as the Company’s Nominating and Corporate Governance Committee of the Board, elected Ms. Pebble Sia Huei-Chieh to the Board to fill a vacancy, effective immediately. Ms. Sia will serve on the Board as a Class II Director for a term ending at the Company’s 2024 annual stockholder meeting and until her successor is duly elected and qualified. There was no arrangement or understanding between the Company and Ms. Sia pursuant to which she was selected as a director of the Company.
+
+Ms. Sia, age 51, has been the Managing Director of Esquire Law Corporation since 2002, a niche Singapore firm she founded that specializes in cross-border mergers and acquisitions, strategic and venture capital investments, structured debt financing and equity securities, joint ventures, and general corporate and commercial law. She is Independent Non-Executive Director, Chairman, Nominating Committee, and Member, Audit Committee and Remuneration Committee, of Singapore Shipping Corporation Limited (a company listed on the Mainboard of the Singapore Exchange Limited), a car carrier ship owner, shipping and agency services; a non-executive Director of a venture investment firm for a Singapore family office; and a non-executive Director of a London-based luxury fashionwear company. She is also a non-executive director of two real estate investment companies.
+
+Ms. Sia, through Esquire Law Corporation, acts from time to time as local counsel to the Company’s Singapore subsidiary.
+
+The Company believes Ms. Sia is qualified to serve on the Board due to her corporate and transaction legal experience, including with respect to fund-raising activities, and her experience representing Singapore-based companies.
+
+Ms. Sia will be eligible to receive compensation generally available to the Company’s non-employee directors.  
+  
+---  
+  
+---  
+  
+****
+
+**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 thereunto duly authorized.
+
+Date: June 12, 2024
+
+| **SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY**  
+---|---  
+|   
+| By: | _/s/ Haggai Alon_  
+| Name: | Haggai Alon  
+| Title: | Chief Executive Officer  
+  
+---

data/filings/SMX/SMX (Security Matters) Public Ltd Co (SMX) - Form 6-K. 2024-07-03 (0001493152-24-026125).md

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+6-K 1 form6-k.htm 
+
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**Washington, D.C. 20549**
+
+**FORM 6-K**
+
+**REPORT OF FOREIGN PRIVATE ISSUER**
+
+**PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE**
+
+**SECURITIES EXCHANGE ACT OF 1934**
+
+**For the month of July 2024**
+
+****
+
+**Commission File Number: 001-41639**
+
+**_SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY_**
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+**Mespil Business Centre, Mespil House**
+
+**Sussex Road, Dublin 4, Ireland**
+
+**Tel: +353-1-920-1000**
+
+(Address of Principal Executive Offices) (Zip Code)
+
+Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐  
+  
+---  
+  
+**Exhibit Number** |  | **Description**  
+---|---|---  
+99.1 |  | [Press Release dated July 3, 2024](<ex99-1.htm>)  
+  
+---  
+  
+****
+
+**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 thereunto duly authorized.
+
+Date: July 3, 2024
+
+| **SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY**  
+---|---  
+|   
+| By: | _/s/ Haggai Alon_  
+| Name: | Haggai Alon  
+| Title: | Chief Executive Officer  
+  
+---

data/filings/SMX/SMX (Security Matters) Public Ltd Co (SMX) - Form 6-K. 2024-07-09 (0001493152-24-026567).md

@@ -0,0 +1,118 @@
+6-K 1 form6-k.htm 
+
+****
+
+****
+
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**Washington, D.C. 20549**
+
+**FORM 6-K**
+
+**REPORT OF FOREIGN PRIVATE ISSUER**
+
+**PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE**
+
+**SECURITIES EXCHANGE ACT OF 1934**
+
+**For the month of July 2024**
+
+****
+
+**Commission File Number: 001-41639**
+
+**_SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY_**
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+**Mespil Business Centre, Mespil House**
+
+**Sussex Road, Dublin 4, Ireland**
+
+**Tel: +353-1-920-1000**
+
+(Address of Principal Executive Offices) (Zip Code)
+
+Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐  
+  
+---  
+  
+---  
+  
+**Canterbury Bridge Financing**
+
+On July 8, 2024 (the “Effective Date”), SMX (Security Matters) Public Limited Company (the “Company”) consummated the transactions pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) and issued and sold to Canterbury Group Ltd. (the “Investor”) a promissory note (the “Note”) and warrants (the “Warrants”), for gross proceeds to SMX of approximately US$615,000, before deducting fees and other offering expenses payable by the Company.
+
+The Company intends to use the net proceeds from the sale of the Note for working capital and general corporate purposes.
+
+The Note is in the principal amount of $750,000 (the “Principal Amount”). The actual amount loaned by the Investor pursuant to the Note is approximately US$615,000 after an original issue discount. The maturity date of the Note is September 2, 2024, and is the date upon which the Principal Amount, as well as any accrued and unpaid interest and other fees, shall be due and payable. Interest is a one-time charge of $24,657.53, which was applied on the issuance date to the principal and shall be payable on the maturity date or upon acceleration or by prepayment or otherwise.
+
+The Investor has the right, only upon an Event of Default (as defined in the Note), to convert all or any portion of the then outstanding and unpaid Principal Amount and interest (including any costs, fees and charges) into the Company’s Ordinary Shares, at a fixed conversion price of $0.13 per share, subject to customary adjustments as provided in the Note including for mergers, consolidations and splits. Any such conversion is subject to customary conversion limitations set forth in the Note so the Investor beneficially owns less than 4.99% of the Company’s Ordinary Shares. In the event of the Company’s failure to timely deliver Ordinary Shares upon conversion of the Note, the Company would be obligated to pay a “Fail to Deliver Fee” of $1,000 per day, pursuant to the terms of the Note.
+
+The Note contains customary Events of Default for transactions similar to the transactions contemplated by the Purchase Agreement and the Note. Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company shall pay to the Investor an amount equal to 150% of (a) the then outstanding principal amount of the Note plus (b) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (c) any amounts otherwise owed to the Investor pursuant to the terms of the Note.
+
+The Purchase Agreement contains customary representations and warranties made by each of the Company and the Investor. The Company is subject to customary indemnification terms in favor of the Investor and its affiliates and certain other parties.
+
+The Warrant, for 8,653,846 Ordinary Shares, has an exercise price of $$0.10 per share, subject to customary adjustments, and may be exercised at any time until December 31, 2025.
+
+The Note and Warrant were issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and, along with the Ordinary Shares of the Company underlying such securities, have not been registered under the Securities Act or applicable state securities laws. Accordingly, the Note, the Warrant and such underlying Ordinary Shares may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. This Report on Form 6-K shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
+
+The foregoing is a brief description of the Purchase Agreement, the Note and the Warrant, and is qualified in its entirety by reference to the full text of such documents.
+
+As a result of the aforementioned transactions, the exercise prices of certain warrants and other securities held by existing investors that had price-based anti-dilution protection, were automatically adjusted downwards to $0.10.  
+  
+---  
+  
+---  
+  
+****
+
+**Share Issuances to Debtholders**
+
+In July 2024, pursuant to Conversion and Exchange Rights Agreements (collectively, the Conversion Agreements”), the Company issued an aggregate of 4,070,403 Ordinary Shares (pre-reverse split) to certain former debtholders of the Company upon conversion and settlement of an aggregate of $110,000 and AUD859,500 of liabilities owed to the debtholders. Furthermore, the Company issued 67,500 5-year warrants (the “5-Year Warrant”) to one of the debtholders at an exercise price per share of $0.0022. As a part of the exchange and conversion, the Company and the former debtholders entered into a Shareholder Voting Agreement (the “Voting Agreement”).
+
+The issuance of the ordinary shares and warrants in exchange for the cancellation and forgiveness of the indebtedness is part of the Company’s ongoing efforts to satisfy its existing liabilities while conserving cash.
+
+The foregoing is a brief description of the Conversion Agreements, the Voting Agreement and the 5-Year Warrant, and is qualified in its entirety by reference to the full text of such documents.
+
+**Press Release**
+
+On July 9, 2024, the Company issued a press release announcing that it has entered into a collaboration with Tradepro Inc. to complete semi industrial testing for the marking of PCR materials.
+
+The press release is furnished as Exhibit 99.1 to this Report on Form 6-K and incorporated by reference herein, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
+
+****
+
+**Exhibit Number** |  | **Description**  
+---|---|---  
+4.1 |  | [Ordinary Share Purchase Warrant](<ex4-1.htm>)  
+4.2 |  | [5-Year Warrant](<ex4-2.htm>)  
+10.1 |  | [Securities Purchase Agreement](<ex10-1.htm>)  
+10.2 |  | [Promissory Note](<ex10-2.htm>)  
+10.3 |  | [Conversion and Exchange Rights Agreement](<ex10-3.htm>)  
+10.4 |  | [Conversion and Exchange Rights Agreement](<ex10-4.htm>)  
+99.1 |  | [Press Release](<ex99-1.htm>)  
+  
+---  
+  
+---  
+  
+****
+
+**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 thereunto duly authorized.
+
+Date: July 9, 2024
+
+| **SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY**  
+---|---  
+|   
+| By: | _/s/ Haggai Alon_  
+| Name: | Haggai Alon  
+| Title: | Chief Executive Officer  
+  
+---

data/filings/SMX/SMX (Security Matters) Public Ltd Co (SMX) - Form 6-K. 2024-07-11 (0001493152-24-026901).md

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+6-K 1 form6-k.htm 
+
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**Washington, D.C. 20549**
+
+**FORM 6-K**
+
+**REPORT OF FOREIGN PRIVATE ISSUER**
+
+**PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE**
+
+**SECURITIES EXCHANGE ACT OF 1934**
+
+**For the month of July 2024**
+
+****
+
+**Commission File Number: 001-41639**
+
+**_SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY_**
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+**Mespil Business Centre, Mespil House**
+
+**Sussex Road, Dublin 4, Ireland**
+
+**Tel: +353-1-920-1000**
+
+(Address of Principal Executive Offices) (Zip Code)
+
+Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐  
+  
+---  
+  
+---  
+  
+Upon the opening of business on July 15, 2024, SMX (Security Matters) Public Limited Company’s (the “Company”) ordinary shares will begin trading on the Nasdaq Capital Market (“Nasdaq”) on a post-reverse stock split basis under the current symbol “SMX”. The new CUSIP number of the Company’s ordinary shares will be G8267K208 and the new ISIN code will be IE000IG23NR9.
+
+The reverse stock split was previously approved by the Company’s shareholders on June 11, 2024. In accordance with the proposal approved by the Company’s shareholders and the Board of Directors’ subsequent determination to fix the split ratio at 75:1, every seventy-five ordinary shares of the Company were automatically combined into one ordinary share (the “Reverse Stock Split”).
+
+The Reverse Stock Split is intended for the Company to regain compliance with a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”). Nasdaq previously provided the Company until July 24, 2024 to regain compliance. To regain compliance, the closing bid price of the Company’s ordinary shares must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this period. There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Requirement.
+
+The Reverse Stock Split will reduce the number of outstanding shares of the Company from approximately 44.8 million to approximately 597 thousand and will affect all outstanding ordinary shares. Every seventy-five outstanding ordinary shares will be combined into and automatically become one post-Reverse Stock Split ordinary share. No fractional shares will be issued in connection with the reverse stock split. Instead, the Company will aggregate the fractional entitlements of shareholders who otherwise would be entitled to receive fractional shares because they hold a number of ordinary shares not evenly divisible by seventy-five ordinary shares pursuant to the reverse stock split or they hold less than the number of ordinary shares which should be consolidated into one ordinary share pursuant to the reverse stock split and, to the extent possible, sell such aggregated fractional ordinary shares on the basis of prevailing market prices at such time. The par value of the ordinary shares will be increased from $0.0022 to $0.165.
+
+After the Reverse Stock Split, all outstanding Company options, warrants and other applicable convertible securities, including the Company’s warrants listed on the Nasdaq Capital Market under the symbol SMXWW which will retain its existing CUSIP number, will be proportionately adjusted in accordance with their respective terms.
+
+In connection with the Reverse Stock Split, the Company amended the Public Limited Company Constitution of SMX (Security Matters) Public Limited Company Memorandum of Association (“Amended Constitution”) to reflect the adjustment of the par value. Attached to this report on Form 6-K (this “Report”) as Exhibit 1.1 is a copy of such Amended Constitution.
+
+Attached to this Report as Exhibit 99.1 is a copy of the press release dated July 11, 2024 titled “SMX Announces Effective Date of Reverse Stock Split.”
+
+**Exhibit Number** |  | **Description**  
+---|---|---  
+1.1 |  | [Public Limited Company Constitution of SMX (Security Matters) Public Limited Company Memorandum of Association](<ex1-1.htm>)  
+99.1 |  | [Press release dated July 11, 2024](<ex99-1.htm>)  
+  
+---  
+  
+---  
+  
+****
+
+**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 thereunto duly authorized.
+
+Date: July 11, 2024
+
+| **SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY**  
+---|---  
+|   
+| By: | _/s/ Haggai Alon_  
+| Name: | Haggai Alon  
+| Title: | Chief Executive Officer  
+  
+---

data/filings/SMX/SMX (Security Matters) Public Ltd Co (SMX) - Form 6-K. 2024-07-16 (0001493152-24-027933).md

@@ -0,0 +1,66 @@
+6-K 1 form6-k.htm 
+
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**Washington, D.C. 20549**
+
+**FORM 6-K**
+
+**REPORT OF FOREIGN PRIVATE ISSUER**
+
+**PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE**
+
+**SECURITIES EXCHANGE ACT OF 1934**
+
+**For the month of July 2024**
+
+****
+
+**Commission File Number: 001-41639**
+
+**_SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY_**
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+**Mespil Business Centre, Mespil House**
+
+**Sussex Road, Dublin 4, Ireland**
+
+**Tel: +353-1-920-1000**
+
+(Address of Principal Executive Offices) (Zip Code)
+
+Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐  
+  
+---  
+  
+On July 9, 2024, SMX (Security Matters) Public Limited Company (the “Company”) disclosed that it consummated the transactions pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) and issued and sold to Canterbury Group Ltd. (the “Investor”) a promissory note (the “Note”) and warrants (the “Warrants” and, collectively with the Purchase Agreement and the Note, the “Transaction Documents”), for proceeds to SMX of approximately US$615,000, before deducting fees and other offering expenses payable by the Company (the “Proceeds”).
+
+The Company made the announcement based on the execution and release to the Company of the applicable Transaction Documents by the Investor, as well as proof of initiation of the wire transfer of the Proceeds.
+
+Since July 9, 2024, the Company has not yet received the Proceeds, despite numerous written and verbal requests to the Investor. On July 15, 2024, after the close of market, the Investor informed the Company that the wire was terminated, and did not commit to when the Proceeds would be sent, if ever.
+
+The Company is considering its next steps with respect to the matter, including whether to explore breach of contract claims as against the Investor and/or seeking specific performance under the terms of the Transaction Documents.
+
+At this time, the Company has rescinded the issuance of the Note and the Warrants as a result of the non-payment of the Proceeds, but is not considering the Purchase Agreement terminated or of no further force or effect. The Company intends to make further updates on this matter as they develop, consistent with its reporting obligations.  
+  
+---  
+  
+****
+
+**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 thereunto duly authorized.
+
+Date: July 16, 2024
+
+| **SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY**  
+---|---  
+|   
+| By: | _/s/ Haggai Alon_  
+| Name: | Haggai Alon  
+| Title: | Chief Executive Officer  
+  
+---

data/filings/SMX/SMX (Security Matters) Public Ltd Co (SMX) - Form 6-K. 2024-07-22 (0001493152-24-028645).md

@@ -0,0 +1,90 @@
+6-K 1 form6-k.htm 
+
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**Washington, D.C. 20549**
+
+**FORM 6-K**
+
+**REPORT OF FOREIGN PRIVATE ISSUER**
+
+**PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE**
+
+**SECURITIES EXCHANGE ACT OF 1934**
+
+**For the month of July 2024**
+
+****
+
+**Commission File Number: 001-41639**
+
+**_SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY_**
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+**Mespil Business Centre, Mespil House**
+
+**Sussex Road, Dublin 4, Ireland**
+
+**Tel: +353-1-920-1000**
+
+(Address of Principal Executive Offices) (Zip Code)
+
+Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐  
+  
+---  
+  
+---  
+  
+On July 10, 2024 (the “Effective Date”), SMX (Security Matters) Public Limited Company (the “Company”) entered into a Letter of Intent (the “LOI”) with PMB Partners, LP (PMB”), as part of the Company’s ongoing efforts to satisfy its existing liabilities while conserving cash. Pursuant to the LOI:
+
+| ● | The existing indebtedness SMX owes to PMB shall be $1.3 million (the “Total Outstanding Debt”), and shall be reorganized so that:  
+---|---|---  
+  
+| ○ | $800,000 of which will be evidenced by a new convertible promissory note (the “Convertible Note”) that (i) would be subject to 15% interest (20% default interest), (ii) would have a maturity date of December 31, 2024, (iii) would be subject to a mandatory prepayment provision from the proceeds of any raising of debt or equity in an amount equal to or in excess of $10,000,000 in the aggregate in one or more occasions from the Effective Date, (iv) may be converted at the election of the Company into up to approximately 76,190 (originally 5,714,285, before taking into account the Company’s recent 75:1 reverse stock split) Ordinary Shares of the Company at a conversion price per share of $10.50 (originally $0.14, before taking into account the Company’s recent 75:1 reverse stock split) and (v) is subject to conversion limitations so that PMB shall not own in excess of 19.7% of voting power of the Company; and  
+---|---|---  
+| ○ | $500,000 of which will be evidenced by a new promissory note (the “Note”) that (i) would be subject to 15% interest (20% default interest), (ii) would have a maturity date of December 31, 2024 and (iii) would be subject to certain tax gross-ups of up to $35,000; and  
+| ○ | The Company’s subsidiaries Security Matters PTY, Ltd and Security Matters Limited will execute the Promissory Note and the Note as co-obligors and/or joint and several guarantors.  
+  
+| ● | PMB will exchange the 11,833 shares it owns in True Gold Consortium Pty Ltd (“TrueGold”), a majority-owned subsidiary of the Company, for approximately 29,115 (originally 2,183,682, before taking into account the Company’s recent 75:1 reverse stock split) Ordinary Shares of the Company (the “TrueGold Exchange Shares”).  
+---|---|---  
+| ● | The Company issued approximately 51,809 (originally 3,885,715, before taking into account the Company’s recent 75:1 reverse stock split) Ordinary Shares of the Company as consideration for PMB entering into the LOI, irrevocably waiving certain clawback rights held by PMB as of the Effective Date and releasing a pledge of shares issued by TrueGold as collateral for the payment in full of the Total Outstanding Debt (the “Consideration Shares”).  
+  
+The Company agreed to register for resale all of the Ordinary Shares issued or issuable to PMB pursuant to the LOI.
+
+Pursuant to the LOI, the Company and PMB agree to negotiate in good faith the drafting and execution of the Convertible Note, the Note and any and all other ancillary documents, contracts, or agreements to give effect to the terms of the LOI not otherwise satisfied at or as of the Effective Date (the “Definitive Agreements”), which shall be executed no later than 30 days from the Effective Date. In the case that the Definitive Agreements are not so signed and/or the registration statement to register the Ordinary Shares for resale is not filed as provided for in the LOI, subject to certain exceptions, the Company shall pay to PMB a fee in the amount of $500 per day as liquidated damages, until the date of the execution of the Definitive Agreements. This amount shall be added to the outstanding interest and fees and shall be included in the Note.
+
+The LOI provides that PMB shall not vote its Ordinary Shares upon certain events as specific in the LOI, through December 31, 2025.
+
+The Consideration Shares were, and the Note, the Convertible Note, the Ordinary Shares underlying the Convertible Note and the TrueGold Exchange Shares will be, issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the issuance thereof have not been and will not been registered under the Securities Act or applicable state securities laws. Accordingly, the Consideration Shares, the Note, the Convertible Note, the Ordinary Shares underlying the Convertible Note and the TrueGold Exchange Shares may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. This Report on Form 6-K shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
+
+The foregoing is a brief description of the LOI and the terms of the LOI and the Promissory Note and the Note, and is qualified in its entirety by reference to the full text of such documents.
+
+****
+
+**Exhibit Number** |  | **Description**  
+---|---|---  
+10.1 |  | [Letter of Intent dated July 10, 2024](<ex10-1.htm>)  
+  
+---  
+  
+---  
+  
+****
+
+**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 thereunto duly authorized.
+
+Date: July 22, 2024
+
+| **SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY**  
+---|---  
+|   
+| By: | _/s/ Haggai Alon_  
+| Name: | Haggai Alon  
+| Title: | Chief Executive Officer  
+  
+---

data/filings/SMX/SMX (Security Matters) Public Ltd Co (SMX) - Form 6-K. 2024-07-26 (0001493152-24-029247).md

@@ -0,0 +1,99 @@
+6-K 1 form6-k.htm 
+
+****
+
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**Washington, D.C. 20549**
+
+**FORM 6-K**
+
+**REPORT OF FOREIGN PRIVATE ISSUER**
+
+**PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE**
+
+**SECURITIES EXCHANGE ACT OF 1934**
+
+**For the month of July 2024**
+
+**Commission File Number: 001-41639**
+
+**_SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY_**
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+**Mespil Business Centre, Mespil House**
+
+**Sussex Road, Dublin 4, Ireland**
+
+**Tel: +353-1-920-1000**
+
+(Address of Principal Executive Offices) (Zip Code)
+
+Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
+
+|  |   
+---|---|---  
+  
+SMX (Security Matters) Public Limited Company (the “Company”) consummated the transactions pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) dated as of July 19, 2024 and issued and sold to an institutional investor (the “Investor”) a promissory note (the “Note”) and warrants (the “Warrant”), for gross proceeds to SMX of US$747,500, before deducting fees and other offering expenses payable by the Company. Funding of the proceeds is expected to occur on or about July 26, 2024.
+
+The Company intends to use the net proceeds from the sale of the Note for working capital and general corporate purposes.
+
+The Note is in the principal amount of $1,150,000 (the “Principal Amount”), and carries an original issue discount of 35%. The maturity date of the Note is the 12-month anniversary of the issuance date, and is the date upon which the Principal Amount, as well as any other fees, shall be due and payable.
+
+The Investor has the right, at any time, to convert all or any portion of the then outstanding and unpaid Principal Amount and interest (including any costs, fees and charges) into the Company’s Ordinary Shares, at a conversion price equal to the lesser of $6.10 or 80% of the lowest volume weighted average price of the Company’s ordinary shares during the twenty trading days prior to the conversion, subject to customary adjustments as provided in the Note including for fundamental transactions. Any such conversion is subject to customary conversion limitations set forth in the Note so the Investor beneficially owns less than 4.99% of the Company’s Ordinary Shares. Additionally, the Company has the right to convert in whole or in part the Note into Ordinary Shares subject to the terms and limitations described in the Note; provided that in no case shall the Company so convert the Note if the result of the issuance of Ordinary Shares thereby would result in the beneficial ownership of the Investor of Ordinary Shares in excess of 4.99%. In the event of the Company’s failure to timely deliver Ordinary Shares upon conversion of the Note, the Company would be obligated to pay a “Conversion Default Payment” of $2,000 per day, pursuant to the terms of the Note.
+
+Subject to exceptions described in the Purchase Agreement, the Company may not sell any equity or debt securities for a period of 25 business days from the date of the Purchase Agreement without the Investor’s consent.
+
+The Note contains customary Events of Default for transactions similar to the transactions contemplated by the Purchase Agreement and the Note, which entitle the Investor, among other things, to accelerate the due date of the unpaid principal amount of the Note. Any principal amount on the Note which is not paid when due shall bear interest at the rate of the lesser of (i) 24.5% per annum and (ii) the maximum amount permitted by law during the Event of Default. Upon the occurrence of any Event of Default, the principal amount then outstanding plus accrued interest (including any costs, fees and charges) increases to 120% of such amount through the date of full repayment, as well as all costs of collection.
+
+The Purchase Agreement and the Note contains restrictions on the Company’s ability to enter into any transaction with a Variable Security (as defined in the Note) component, as well as other restrictions on and covenants by the Company, all as described in the Note and the Purchase Agreement.
+
+The Purchase Agreement contains customary representations and warranties made by each of the Company and the Investor. It further grants to the Investor certain rights of participation and first refusal, and certain most-favored nation rights, all as set forth in the Purchase Agreement and the Note.
+
+The Company is subject to customary indemnification terms in favor of the Investor and its affiliates and certain other parties.
+
+The Warrant, for 208,524 Ordinary Shares, has an exercise price of $6.23 per share, subject to customary adjustments and certain price-based anti-dilution protections, and may be exercised at any time until the five and one-half year anniversary of the Warrant. The Warrant also may be exercised pursuant to a cashless or net exercise provision. The exercise of the Warrant is subject to a beneficial ownership limitation of 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to such exercise. In the event of the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant, the Company would be obligated to pay a “Buy-In” amount pursuant to the terms of the Warrant.
+
+|  |   
+---|---|---  
+  
+The Company further entered into a Registration Rights Agreement with the Investor, pursuant to which the Company agreed to register for resale all of the Ordinary Shares underlying the Note and the Warrant (the “Registration Rights Agreement”).
+
+The Note and Warrant were issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and, along with the Ordinary Shares of the Company underlying such securities, have not been registered under the Securities Act or applicable state securities laws. Accordingly, the Note, the Warrant and such underlying Ordinary Shares may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. This Report on Form 6-K shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
+
+The Company paid to Dawson James Securities Inc., as placement agent, approximately $7,500 in cash fees in relation to the transactions contemplated by the Purchase Agreement.
+
+The foregoing is a brief description of the Purchase Agreement, the Note, the Warrant and the Registration Rights Agreement, and is qualified in its entirety by reference to the full text of such documents.
+
+**Exhibit Number** |  | **Description**  
+---|---|---  
+4.1 |  | [Ordinary Share Purchase Warrant](<ex4-1.htm>)  
+10.1 |  | [Securities Purchase Agreement](<ex10-1.htm>)  
+10.2 |  | [Promissory Note](<ex10-2.htm>)  
+10.3 |  | [Registration Rights Agreement](<ex10-3.htm>)  
+  
+****
+
+|  |   
+---|---|---  
+  
+****
+
+**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 thereunto duly authorized.
+
+Date: July 26, 2024
+
+| **SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY**  
+---|---  
+|   
+| By: | _/s/ Haggai Alon_  
+| Name: | Haggai Alon  
+| Title: | Chief Executive Officer  
+  
+|  |   
+---|---|---

data/filings/SMX/SMX (Security Matters) Public Ltd Co (SMX) - Form 6-K. 2024-09-10 (0001493152-24-035647).md

@@ -0,0 +1,116 @@
+6-K 1 form6-k.htm   
+  
+****
+
+**UNITED STATES**
+
+**SECURITIES AND EXCHANGE COMMISSION**
+
+**Washington, D.C. 20549**
+
+**FORM 6-K**
+
+**REPORT OF FOREIGN PRIVATE ISSUER**
+
+**PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE**
+
+**SECURITIES EXCHANGE ACT OF 1934**
+
+**For the month of September 2024**
+
+**Commission File Number: 001-41639**
+
+**_SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY_**
+
+**(Exact Name of Registrant as Specified in Charter)**
+
+**Mespil Business Centre, Mespil House**
+
+**Sussex Road, Dublin 4, Ireland**
+
+**Tel: +353-1-920-1000**
+
+(Address of Principal Executive Offices) (Zip Code)
+
+Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐  
+  
+---  
+  
+---  
+  
+**Promissory Note Financing**
+
+SMX (Security Matters) Public Limited Company (the “Company”) consummated the transactions pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) dated as of August 30, 2024 and issued and sold to an institutional investor (the “Investor”) a promissory note (the “Note”), for gross proceeds to the Company of US$194,500, before deducting fees and other offering expenses payable by the Company.
+
+The Company intends to use the net proceeds from the sale of the Note for general working capital purposes.
+
+The Note is in the principal amount of $223,675 (the “Principal Amount”), which includes an original issue discount of US$29,175. A one-time interest charge of 10%, or 22,367.00 was applied to the principal. The maturity date of the Note is June 30, 2025.
+
+The accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in five payments as follows: (1) on February 28, 2025, US$123,021.00; (2) on March 30, 2025, US$30,755.25; (3) on April 30, 2025, US$30,755.25; (4) on May 30, 2025, $30,755.25 and (5) on June 30, 2025, US$30,755.25.
+
+Through February 26, 2025, the Company may prepay the Note in full at a 2% discount.
+
+The Note contains customary Events of Default for transactions similar to the transactions contemplated by the Purchase Agreement and the Note. In the event of an Event of Default, (i) the Note shall become immediately due and payable, (ii) the principal and interest balance of the Note shall be increased by 150% and (ii) the Note may be converted into ordinary shares of the Company (“Ordinary Shares”) at the sole discretion of the Investor. The conversion price shall equal the lowest closing bid price of the Ordinary Shares during the prior ten trading day period multiplied by 75% (representing a 25% discount). Any such conversion is subject to customary conversion limitations set forth in the Note so the Investor beneficially owns less than 4.99% of the Company’s Ordinary Shares. The Investor shall be entitled to deduct US$1,500 from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion.
+
+The Purchase Agreement contains customary representations and warranties made by each of the Company and the Investor.
+
+The Company is subject to customary indemnification terms in favor of the Investor and its affiliates and certain other parties.
+
+The Note was issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and, along with the Ordinary Shares of the Company underlying such security, have not been registered under the Securities Act or applicable state securities laws. Accordingly, the Note and such underlying Ordinary Shares may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. This Report on Form 6-K shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
+
+The Company paid to ClearThink Securities, a division of Enclave Capital LLC, as placement agent, approximately US$9,000 in cash fees in relation to the transactions contemplated by the Purchase Agreement.
+
+The foregoing is a brief description of the Purchase Agreement and the Note, and is qualified in its entirety by reference to the full text of such documents, which are incorporated herein as Exhibits 10.1 and 10.2, respectively.  
+  
+---  
+  
+---  
+  
+****
+
+**_PMB Partners_**
+
+On July 10, 2024 (the “Effective Date”), the Company entered into a Letter of Intent (the “LOI”) with PMB Partners, LP (PMB”), as part of the Company’s ongoing efforts to satisfy its existing liabilities while conserving cash, which was disclosed on a Report on Form 6-K on July 22, 2024. Although the LOI was binding, the LOI provided that the Company and PMB negotiate in good faith the drafting and execution of a US$800,000 Convertible Note (the “Convertible Note”), a $500,000 non-convertible promissory note (the “Senior Promissory Note”) and other ancillary documents, contracts, or agreements to give effect to the terms of the LOI not otherwise satisfied at or as of the Effective Date (the “Definitive Agreements”). The Definitive Agreements, consisting of a Subscription Agreement, a Notes Exchange Agreement, a Share Exchange Agreement, the Convertible Note and the Senior Promissory Note, with terms consistent with the LOI as previously disclosed, were all dated as of September 4, 2024 and executed and delivered on or about September 9, 2024.
+
+The foregoing is a brief description of the Definitive Agreements, and is qualified in its entirety by reference to the full text of the Definitive Agreements, which are incorporated herein as Exhibits 10.3, 10.4, 10.5, 10.6 and 10.7, respectively.
+
+**Incentive Plan Amendment**
+
+On August 29, 2024, the Company amended its 2022 Incentive Equity Plan (the “Incentive Plan”), to increase the number of authorized Ordinary Shares under the Incentive Plan to 1,524,752 from 29,871 (the “Amendment”). As a Foreign Private Issuer, Nasdaq Rule 5615(a)(3) allows the Company to rely on home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d) and, accordingly, the Company so elected to approve the Amendment without stockholder approval. Thereafter, the Company granted an aggregate of 411,263 fully vested restricted stock units and 682,594 fully vested stock options to its executive officers and directors, and to certain consultants and advisors to the Company.
+
+**R &I Trading of New York Agreement**
+
+On January 12, 2024, the Company announced that it entered into a $5 million contract with R&I Trading of New York (“R&I Trading”). The intention of the agreement with R&I Trading was to provide a service on supply chain management to a NATO member state. Subsequent to June 30, 2024, R&I Trading sent a termination notice to the Company and a demand for arbitration with respect to disputed payment amounts under the contract. The Company believes the termination of the contract is unlawful and has demanded that R&I Trading honor its obligations under the contract. The Company further believes R&I Trading’s claims are without merit and intends to defend any action, if and when commenced, vigorously. The dispute is in the early stages; however, management of the Company does not believe at this time that any outcome will have a material adverse effect on its financial condition or results of operations.
+
+**Exhibit Number** |  | **Description**  
+---|---|---  
+10.1 |  | [Securities Purchase Agreement](<ex10-1.htm>)  
+10.2 |  | [Promissory Note](<ex10-2.htm>)  
+10.3 |  | [Subscription Agreement with PMB Partners, LP](<ex10-3.htm>)  
+10.4 |  | [Notes Exchange Agreement with PMB Partners, LP](<ex10-4.htm>)  
+10.5 |  | [Share Exchange Agreement with PMB Partners, LP](<ex10-5.htm>)  
+10.6 |  | [Convertible Note with PMB Partners, LP with PMB Partners, LP](<ex10-6.htm>)  
+10.7 |  | [Senior Promissory Note with PMB Partners, LP](<ex10-7.htm>)  
+  
+****  
+  
+---  
+  
+---  
+  
+****
+
+**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 thereunto duly authorized.
+
+Date: September 10, 2024
+
+| **SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY**  
+---|---  
+|   
+| By: | _/s/ Haggai Alon_  
+| Name: | Haggai Alon  
+| Title: | Chief Executive Officer  
+  
+---

data/filings/SNBR/Sleep Number Corp (SNBR) - Form 8-K. 2024-03-12 (0000827187-24-000014).md

@@ -0,0 +1,122 @@
+  
+
+
+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): March 12, 2024
+
+SLEEP NUMBER CORPORATION
+
+(Exact name of registrant as specified in its charter)
+
+Minnesota
+
+(State or other jurisdiction of incorporation)| | | | |   
+---|---|---|---|---|---  
+|   
+000-25121| 41-1597886  
+(Commission File Number)| (IRS Employer Identification No.)  
+  
+1001 Third Avenue South, Minneapolis, MN 55404
+
+(Address of principal executive offices) (Zip Code) 
+
+(763) 551-7000
+
+(Registrant’s telephone number, including area code)
+
+  
+
+
+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 $0.01 per share|  | SNBR|  | Nasdaq Global Select 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. 5.02| DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.  
+  
+On March 12, 2024, Daniel I. Alegre informed the Company that he will not stand for re-election to the Board of Directors of the Company (the “Board”) when his term expires at the conclusion of the 2024 Annual Meeting of Shareholders. The Company thanks Mr. Alegre for his service and dedication during his tenure as a member of the Board. Mr. Alegre’s decision is solely his professional decision and was not due to any disagreement with the Company on any matter related to the Company’s operations, policies or practices.
+
+  
+
+
+On March 13, 2024, the Board resolved that, effective immediately following the 2024 Annual Meeting of Shareholders, the number of directors that constitutes the entire Board shall be eleven (11).
+
+  
+
+
+  
+
+
+  
+
+
+SIGNATURE
+
+Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
+
+| | | | | | | | | | | | | |   
+---|---|---|---|---|---|---|---|---|---|---|---|---|---|---  
+|  | SLEEP NUMBER CORPORATION  
+|  | (Registrant)  
+|  |  |  |   
+Dated: March 15, 2024|  | By: |  | /s/ Samuel R. Hellfeld  
+|  | Name:|  | Samuel R. Hellfeld  
+|  | Title:|  | Executive Vice President and Chief Legal and Risk Officer  
+  
+  
+

data/filings/SNBR/Sleep Number Corp (SNBR) - Form 8-K. 2024-04-10 (0000827187-24-000022).md

@@ -0,0 +1,141 @@
+  
+
+
+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): April 10, 2024
+
+SLEEP NUMBER CORPORATION
+
+(Exact name of registrant as specified in its charter)
+
+Minnesota
+
+(State or other jurisdiction of incorporation)| | | | |   
+---|---|---|---|---|---  
+|   
+000-25121| 41-1597886  
+(Commission File Number)| (IRS Employer Identification No.)  
+  
+1001 Third Avenue South, Minneapolis, MN 55404
+
+(Address of principal executive offices) (Zip Code) 
+
+(763) 551-7000
+
+(Registrant’s telephone number, including area code)
+
+  
+
+
+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 $0.01 per share|  | SNBR|  | Nasdaq Global Select 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 7.01| REGULATION FD DISCLOSURE  
+  
+  
+
+
+On April 10, 2024, Sleep Number Corporation announced the details for its fiscal first quarter 2024 earnings conference call, scheduled for April 24, 2024 at 5:00 p.m. EDT. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. 
+
+  
+
+
+  
+
+
+| | | | |   
+---|---|---|---|---|---  
+ITEM 9.01| FINANCIAL STATEMENTS AND EXHIBITS.  
+  
+  
+
+
+  
+
+
+(d) Exhibits.
+
+| | | | | | | |   
+---|---|---|---|---|---|---|---|---  
+Exhibit No.| | Description of Exhibit  
+99.1| | [Press Release dated April 10, 2024](<ex991april2024earningsacce.htm>)  
+104| | Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+  
+
+
+SIGNATURE
+
+Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
+
+  
+
+
+| | | | | | | | | | | | | |   
+---|---|---|---|---|---|---|---|---|---|---|---|---|---|---  
+|  | SLEEP NUMBER CORPORATION  
+|  | (Registrant)  
+|  |  |  |   
+Dated: April 10, 2024|  | By: |  | /s/ Samuel R. Hellfeld  
+|  | Name:|  | Samuel R. Hellfeld  
+|  | Title:|  | Executive Vice President and Chief Legal and Risk Officer  
+  
+  
+

data/filings/SNBR/Sleep Number Corp (SNBR) - Form 8-K. 2024-04-24 (0000827187-24-000026).md

@@ -0,0 +1,146 @@
+  
+
+
+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): April 24, 2024
+
+SLEEP NUMBER CORPORATION
+
+(Exact name of registrant as specified in its charter)
+
+  
+
+
+Minnesota
+
+(State or other jurisdiction of incorporation)| | | | |   
+---|---|---|---|---|---  
+|   
+000-25121| 41-1597886  
+(Commission File Number)| (IRS Employer Identification No.)  
+  
+  
+
+
+1001 Third Avenue South, Minneapolis, MN 55404
+
+(Address of principal executive offices) (Zip Code)
+
+(763) 551-7000
+
+(Registrant’s telephone number, including area code)
+
+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 $0.01 per share|  | SNBR|  | Nasdaq Global Select 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 2.02| RESULTS OF OPERATIONS AND FINANCIAL CONDITION  
+  
+On April 24, 2024, Sleep Number issued a press release announcing results for the fiscal first quarter ended March 30, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
+
+  
+
+
+  
+
+
+| | | | |   
+---|---|---|---|---|---  
+ITEM 9.01.| FINANCIAL STATEMENTS AND EXHIBITS.  
+  
+(d) Exhibits.
+
+| | | | |   
+---|---|---|---|---|---  
+Exhibit No.| Description of Exhibit  
+99.1| [Press Release dated](<a2024-q1ex991.htm>)[ April 24, 2024](<a2024-q1ex991.htm>)  
+104| Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+  
+
+
+  
+
+
+  
+
+
+SIGNATURE
+
+  
+
+
+Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
+
+  
+
+
+| | | | | | | | | | | | | |   
+---|---|---|---|---|---|---|---|---|---|---|---|---|---|---  
+|  | SLEEP NUMBER CORPORATION  
+|  | (Registrant)  
+|  |  |  |   
+Dated: April 24, 2024|  | By: |  | /s/ Samuel R. Hellfeld  
+|  | Name:|  | Samuel R. Hellfeld  
+|  | Title:|  | Executive Vice President, Chief Legal and Risk Officer  
+  
+  
+

data/filings/SNBR/Sleep Number Corp (SNBR) - Form 8-K. 2024-05-21 (0000827187-24-000043).md

@@ -0,0 +1,259 @@
+  
+
+
+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 21, 2024
+
+SLEEP NUMBER CORPORATION
+
+(Exact name of registrant as specified in its charter)
+
+  
+
+
+Minnesota
+
+(State or other jurisdiction of incorporation)| | | | |   
+---|---|---|---|---|---  
+|   
+000-25121| 41-1597886  
+(Commission File Number)| (IRS Employer Identification No.)  
+  
+  
+
+
+1001 Third Avenue South, Minneapolis, MN 55404
+
+(Address of principal executive offices) (Zip Code)
+
+(763) 551-7000
+
+(Registrant’s telephone number, including area code)
+
+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 $0.01 per share|  | SNBR|  | Nasdaq Global Select 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 5.02| DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS  
+  
+  
+
+
+(e) As described below under Item 5.07, at the 2024 Annual Meeting of Shareholders of Sleep Number Corporation (the "Company") held on May 21, 2024, the Company’s shareholders approved an amendment to the Sleep Number Corporation’s 2020 Equity Incentive Plan (the “2020 Plan”) to increase the number of shares reserved for issuance thereunder by 1,500,000 shares, which was previously approved by the Company’s Management Development and Compensation Committee. The 2020 Plan is described in detail under "Proposal 4 - Vote on Proposed Amendment to the Sleep Number Corporation 2020 Equity Incentive Plan” in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 2, 2024. 
+
+  
+
+
+The foregoing description of the amendment is qualified in its entirety by reference to such amendment, which is filed herewith as Exhibit 10.1.
+
+  
+
+
+| | | | |   
+---|---|---|---|---|---  
+ITEM 5.07| SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  
+  
+  
+
+
+At the Company's Annual Meeting of Shareholders held on May 21, 2024, 18,412,666 shares of common stock (constituting 82.47% of the outstanding shares), were represented in person or by proxy. The final results of the shareholder votes regarding each proposal are set forth in the following tables:
+
+  
+
+
+Proposal 1. Election of Directors
+
+  
+
+
+Stephen L. Gulis, Jr., Brenda J. Lauderback, Stephen E. Macadam and Hilary A. Schneider, were each elected by shareholders for three-year terms expiring at the 2027 Annual Meeting of Shareholders, or until their successors are elected and qualified, in accordance with the following voting results: 
+
+| | | | | | | | | | |   
+---|---|---|---|---|---|---|---|---|---|---|---  
+| | |   
+  
+Nominees|   
+For|   
+Withheld| Broker  
+Non-Votes  
+Stephen L. Gulis, Jr.| 12,861,162| 1,855,001| 3,696,503  
+Brenda J. Lauderback| 13,112,677| 1,603,486| 3,696,503  
+Stephen E. Macadam| 14,256,925| 459,238| 3,696,503  
+Hilary A. Schneider| 14,191,303| 524,860| 3,696,503  
+  
+  
+
+
+  
+
+
+Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm
+
+  
+
+
+The proposal to ratify, on an advisory basis, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year ending December 28, 2024 was approved by shareholders in accordance with the following voting results:| | | | | | | | | | |   
+---|---|---|---|---|---|---|---|---|---|---|---  
+| | |   
+  
+For|   
+Against|   
+Abstain| Broker  
+Non-Votes  
+17,314,467| 72,786| 1,025,413| \---  
+  
+  
+
+
+  
+
+
+  
+
+
+* * *
+
+  
+
+
+Proposal 3. Advisory Vote on Executive Compensation
+
+  
+
+
+The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as outlined in the Company’s proxy statement was approved by shareholders in accordance with the following voting results:| | | | | | | | | | |   
+---|---|---|---|---|---|---|---|---|---|---|---  
+| | |   
+  
+For|   
+Against|   
+Abstain| Broker  
+Non-Votes  
+11,909,529| 2,486,649| 319,985| 3,696,503  
+  
+  
+
+
+Proposal 4. Amendment No. 1 to the Sleep Number Corporation 2020 Equity Incentive Plan
+
+  
+
+
+The proposal to approve an amendment to the Sleep Number Corporation 2020 Equity Incentive Plan was approved by shareholders in accordance with the following voting results:
+
+  
+
+
+| | | | | | | | | | |   
+---|---|---|---|---|---|---|---|---|---|---|---  
+| | |   
+  
+For|   
+Against|   
+Abstain| Broker  
+Non-Votes  
+8,052,502| 6,352,663| 310,998| 3,696,503  
+  
+  
+
+
+| | | | |   
+---|---|---|---|---|---  
+ITEM 9.01| FINANCIAL STATEMENTS AND EXHIBITS.  
+  
+  
+
+
+  
+
+
+(d) Exhibits.
+
+| | | | | | | |   
+---|---|---|---|---|---|---|---|---  
+Exhibit No.| | Description of Exhibit  
+10.1| | [Amendment No. 1 to the Sleep Number Corporation 2020 Equity Incentive Plan](<exhibit101.htm>)  
+104| | Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+  
+
+
+SIGNATURE
+
+  
+
+
+Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
+
+  
+
+
+| | | | | | | | | | | | | |   
+---|---|---|---|---|---|---|---|---|---|---|---|---|---|---  
+|  | SLEEP NUMBER CORPORATION  
+|  | (Registrant)  
+|  |  |  |   
+Dated: May 21, 2024|  | By: |  | /s/ Samuel R. Hellfeld  
+|  | Name:|  | Samuel R. Hellfeld  
+|  | Title:|  | Executive Vice President, Chief Legal and Risk Officer  
+  
+  
+

data/filings/SNBR/Sleep Number Corp (SNBR) - Form 8-K. 2024-07-17 (0000827187-24-000061).md

@@ -0,0 +1,141 @@
+  
+
+
+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): July 17, 2024
+
+SLEEP NUMBER CORPORATION
+
+(Exact name of registrant as specified in its charter)
+
+Minnesota
+
+(State or other jurisdiction of incorporation)| | | | |   
+---|---|---|---|---|---  
+|   
+000-25121| 41-1597886  
+(Commission File Number)| (IRS Employer Identification No.)  
+  
+1001 Third Avenue South, Minneapolis, MN 55404
+
+(Address of principal executive offices) (Zip Code) 
+
+(763) 551-7000
+
+(Registrant’s telephone number, including area code)
+
+  
+
+
+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 $0.01 per share|  | SNBR|  | Nasdaq Global Select 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 7.01| REGULATION FD DISCLOSURE  
+  
+  
+
+
+On July 17, 2024, Sleep Number Corporation announced the details for its fiscal second quarter 2024 earnings conference call, scheduled for July 31, 2024 at 5:00 p.m. EDT. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. 
+
+  
+
+
+  
+
+
+| | | | |   
+---|---|---|---|---|---  
+ITEM 9.01| FINANCIAL STATEMENTS AND EXHIBITS.  
+  
+  
+
+
+  
+
+
+(d) Exhibits.
+
+| | | | | | | |   
+---|---|---|---|---|---|---|---|---  
+Exhibit No.| | Description of Exhibit  
+99.1| | [Press Release dated July 17, 2024](<ex991july2024earningsaccess.htm>)  
+104| | Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+  
+
+
+SIGNATURE
+
+Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
+
+  
+
+
+| | | | | | | | | | | | | |   
+---|---|---|---|---|---|---|---|---|---|---|---|---|---|---  
+|  | SLEEP NUMBER CORPORATION  
+|  | (Registrant)  
+|  |  |  |   
+Dated: July 17, 2024|  | By: |  | /s/ Samuel R. Hellfeld  
+|  | Name:|  | Samuel R. Hellfeld  
+|  | Title:|  | Executive Vice President and Chief Legal and Risk Officer  
+  
+  
+

data/filings/SNBR/Sleep Number Corp (SNBR) - Form 8-K. 2024-07-31 (0000827187-24-000067).md

@@ -0,0 +1,146 @@
+  
+
+
+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): July 31, 2024
+
+SLEEP NUMBER CORPORATION
+
+(Exact name of registrant as specified in its charter)
+
+  
+
+
+Minnesota
+
+(State or other jurisdiction of incorporation)| | | | |   
+---|---|---|---|---|---  
+|   
+000-25121| 41-1597886  
+(Commission File Number)| (IRS Employer Identification No.)  
+  
+  
+
+
+1001 Third Avenue South, Minneapolis, MN 55404
+
+(Address of principal executive offices) (Zip Code)
+
+(763) 551-7000
+
+(Registrant’s telephone number, including area code)
+
+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 $0.01 per share|  | SNBR|  | Nasdaq Global Select 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 2.02| RESULTS OF OPERATIONS AND FINANCIAL CONDITION  
+  
+On July 31, 2024, Sleep Number issued a press release announcing results for the fiscal second quarter ended June 29, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
+
+  
+
+
+  
+
+
+| | | | |   
+---|---|---|---|---|---  
+ITEM 9.01.| FINANCIAL STATEMENTS AND EXHIBITS.  
+  
+(d) Exhibits.
+
+| | | | |   
+---|---|---|---|---|---  
+Exhibit No.| Description of Exhibit  
+99.1| [Press Release dated July 31, 2024](<a2024-q2ex991.htm>)  
+104| Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+  
+
+
+  
+
+
+  
+
+
+SIGNATURE
+
+  
+
+
+Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
+
+  
+
+
+| | | | | | | | | | | | | |   
+---|---|---|---|---|---|---|---|---|---|---|---|---|---|---  
+|  | SLEEP NUMBER CORPORATION  
+|  | (Registrant)  
+|  |  |  |   
+Dated: July 31, 2024|  | By: |  | /s/ Samuel R. Hellfeld  
+|  | Name:|  | Samuel R. Hellfeld  
+|  | Title:|  | Executive Vice President, Chief Legal and Risk Officer  
+  
+  
+