Ooma, Inc. (NYSE:OOMA) Files An 8-K Other Events

Item8.01.

On March9, 2017, Ooma, Inc., a Delaware corporation (the Company)
and entities affiliated with Worldview Technology Partners (the
Selling Stockholders) entered into an underwriting agreement (the
Underwriting Agreement) with Credit Suisse Securities (USA) LLC
and JMP Securities LLC as representatives of the underwriters
named in the Underwriting Agreement (the Underwriters), to which
the Selling Stockholders agreed to sell to the Underwriters
2,861,290 shares of the Companys common stock, par value $0.0001
per share, at a public offering price of $8.85 per share. Under
the terms of the Underwriting Agreement, the Selling Stockholders
granted the Underwriter a 30-day option to purchase up to an
additional 429,193 shares of the Companys common stock. The
offering is expected to close on March15, 2017, subject to
customary closing conditions.

The offering is being made to a prospectus supplement dated
March9, 2017, which was filed with the U.S. Securities and
Exchange Commission (the Commission), to Rule 424(b)(7) under the
Securities Act of 1933, as amended, in connection with the
Companys registration statement on Form S-3 (File No.333-215155)
that was filed with the Commission on December16, 2016 and
declared effective on December27, 2016 by the Commission (the
Registration Statement) and the related prospectus dated
December27, 2016.

The Underwriting Agreement contains customary representations,
warranties, and covenants by the Company and the Selling
Stockholders and customary indemnification obligations of each of
the Company, the Selling Stockholders and the Underwriters,
including for liabilities under the Securities Act of 1933, as
amended.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to
this Current Report on Form 8-K and is incorporated herein by
reference. The foregoing description of the Underwriting
Agreement is qualified in its entirety by reference to Exhibit
1.1.

The Company issued press releases on March9, 2017 and March10,
2017 announcing the commencement of the offering and the pricing
of the offering, respectively, which press releases are attached
as Exhibits 99.1 and 99.2, respectively, to this report.

The Company cautions you that statements included in this report
that are not a description of historical facts are
forward-looking statements. Such forward-looking statements
include statements about the Company expectations with respect to
the completion of the offering by the Selling Stockholders. The
inclusion of forward-looking statements should not be regarded as
a representation by the Company that any of its plans will be
achieved. Actual results may differ materially from those set
forth in this report due to the risks and uncertainties
associated with market conditions and the satisfaction of
customary closing conditions related to the proposed offering, as
well as risks and uncertainties inherent in the Company business,
and other risks detailed in the Company public periodic filings
with the Commission, including our Form 10-K for the year ended
January31, 2016 filed with the Commission on April13, 2016 and
our Form 10-Q for the quarter ended October31, 2016 filed with
the Commission on December9, 2016 and other filings, which can be
found at the Commissions website www.sec.gov. You are cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. All forward-looking
statements are qualified in their entirety by this cautionary
statement and the Company undertakes no obligation to revise or
update this report to reflect events or circumstances after the
date hereof, except as may be required by applicable law. This
caution is made under the safe harbor provisions of Section21E of
the Private Securities Litigation Reform Act of 1995.

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(d) Exhibits

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About Ooma, Inc. (NYSE:OOMA)

Ooma, Inc. is a provider of communications solutions and other connected services to small business, home and mobile users. The Company’s hybrid software as a service (SaaS) platform consists of its cloud, on premise appliances, mobile applications and end-point devices. The Company’s communications solutions deliver its PureVoice high-definition (HD) voice quality and integration with mobile devices. Its platform helps create smart workplaces and homes by providing value-added communications and other connected services and by integrating end-point devices to enable the Internet of Things. Its platform and solutions provide communications, productivity, automation, monitoring, safety, security and networking infrastructure applications to its users. It product, Ooma Office, consists of an on premise appliance an Ooma Linx end-point device, which wirelessly connects regular desktop telephones to the user’s Internet connection. Its product, Ooma Telo, is a home communications solution.

Ooma, Inc. (NYSE:OOMA) Recent Trading Information

Ooma, Inc. (NYSE:OOMA) closed its last trading session down -0.10 at 9.15 with 243,169 shares trading hands.