On May 3, 2019, Zoom Telephonics, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”) in a private placement (the “Private Placement”) to which the Company sold an aggregate of 4,545,455 shares of common stock, par value $0.01 per share, (the “Common Stock”) at a purchase price of $1.10 per share.The gross proceeds to the Company at the closing of the private placement are approximately $5.0 million.

to the terms of the Purchase Agreement, the Investors agreed to certain lock-up restrictions on their ability to dispose of the Common Stock purchased in the Private Placement for 30 months following the closing date, subject to certain exceptions. to the terms of the Purchase Agreement, the Company is required to file a registration statement with the Securities and Exchange Commission within thirty (30) days of the closing of the Private Placement to register for resale the shares of Common Stock sold in the Private Placement.

The Company is required under the Purchase Agreement to appoint Jeremy Hitchcock and one individual designated by the lead investor in the offering and approved by the Company’s Board of Directors (the “Board”), and to appoint replacements in the event of the designated directors’ resignation. The board designation rights will terminate upon the lead investor ceasing to own at least 8% of the Company’s Common Stock on a fully diluted basis.

A copy of the Purchase Agreement is filed herewith as Exhibit 10.1. The foregoing description of the Purchase Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is incorporated by reference.

Item 3.02Unregistered Sales of Equity Securities.

See the disclosure set forth in Item 1.01 above, which is incorporated herein by reference.

The shares of Common Stock to be issued and sold in the Private Placement will be issued without registration and are subject to restrictions under the Securities Act of 1933, as amended, in reliance on the private offering exemptions contained in Section 4(a)(2) of the Securities Act of 1933 and on Regulation D promulgated thereunder.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective upon the closing of the Private Placement, the Board approved an increase in the size of the Board from five to seven members and appointed Jeremy Hitchcock and Jonathan Seelig to the Board to fill the resulting vacancies. The Board also approved the appointment of Mr. Hitchcock as a member of the Nominating Committee of the Board.

Mr. Hitchcock and Mr. Seelig were appointed to the Board to the board designation rights in the Purchase Agreement as described in Item 1.01 above. Neither Mr. Hitchcock nor Mr. Seelig has any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or officer. There are no transactions in which either Mr. Hitchcock or Mr. Seelig have an interest requiring disclosure to Item 404(a) of Regulation S-K.

Item 7.01Regulation FD Disclosure.

On May 6, 2019, the Company issued a press release announcing the completion of the Private Placement and the appointments of Mr. Hitchcock and Mr. Seelig to the Board.A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information contained in Item 7.01 to this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to the liabilities of that section.The information in this Item 7.01 (including Exhibit 99.1) shall not be incorporated by reference into any registration statement or other document to the Securities Act, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Zoom Telephonics, Inc. Exhibit
EX-10.1 2 zmtp_ex101.htm MATERIAL CONTRACTS Blueprint   Exhibit 10.1 CONFIDENTIAL   STOCK PURCHASE AGREEMENT   by and between   ZOOM TELEPHONICS,…
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About ZOOM TELEPHONICS, INC. (OTCMKTS:ZMTP)

Zoom Telephonics, Inc. designs, produces, markets, sells, and supports Internet access and other communications-related products, including cable modems, cable modem/routers, mobile broadband modems, asymmetrical digital subscriber line (ADSL or commonly DSL) modems, and dial-up modems. The Company’s products facilitate communication of data through the Internet. Its cable modems use the cable-Television cable and its DSL modems use the local telephone line to provide a link to the Internet. Its mobile broadband modems and its mobile broadband routers and sensors connect to the Internet through a mobile service provider’s mobile broadband network. Its dial-up modems link computers, point-of-purchase terminals, or other devices connect to each other or the Internet through the traditional telephone network. Its router products may communicate with a broadband modem for access to the Internet, and they may be used for local area network communications.