Item 1.02. Termination of a Material Definitive Agreement.

On October 15, 2020, in connection with the consummation of the Merger, the following actions were taken to terminate the agreements identified below:

Company Loan Agreement

The Company terminated its Loan and Security Agreement (the "Loan Agreement"), dated as of October 28, 2014 (as amended by the First Amendment to the Loan Agreement, dated as of March 31, 2015 (the "First Amendment"), the Second Amendment to the Loan Agreement, dated as of May 1, 2015 (the "Second Amendment"), the Third Amendment to the Loan Agreement, dated as of June 29, 2015 (the "Third Amendment"), the Fourth Amendment to the Loan Agreement, dated as of December 29, 2015 (the "Fourth Amendment"), the Fifth Amendment to the Loan Agreement, dated as of March 14, 2016 (the "Fifth Amendment"), the Sixth Amendment to the Loan Agreement, dated as of March 10, 2017 (the "Sixth Amendment"), the Seventh Amendment to the Loan Agreement, dated as of March 4, 2019 (the "Seventh Amendment") and the Eighth Amendment to the Loan Agreement, dated as of March 10, 2020 (the "Eighth Amendment")) by and among Rosetta Stone Ltd., Lexia Learning Systems LLC and Silicon Valley Bank. The material terms of the (a) Loan Agreement are further described in the Company's Current Report on Form 8-K filed with the SEC on October 29, 2014, (b) First Amendment are further described in the Company's Current Report on Form 8-K filed on April 3, 2015, (c) Second Amendment are further described in the Company's Quarterly Report on Form 10-Q filed on May 6, 2015, (d) Third Amendment are further described the Company's Current Report on Form 8-K filed on July 2, 2015, (e) Fourth Amendment are further described in the Company's Current Report on Form 8-K filed on December 31, 2015, (f) Fifth Amendment are further described in the Company's Current Report on Form 8-K filed on March 17, 2016, (g) Sixth Amendment are further described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, (h) Seventh Amendment are further described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and (i) Eighth Amendment are further described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and such disclosure is incorporated herein by reference.

Company Equity Plans

The Company terminated its Amended and Restated 2009 Omnibus Incentive Plan and its 2019 Omnibus Incentive Plan (the "Equity Plans"). As a result of the termination of the Equity Plans and pursuant to the Merger Agreement's treatment of the Company's outstanding equity awards, from and after the Effective Time, no equity awards or other rights with respect to the Company Shares will be granted or be outstanding under the Equity Plans. The material terms of the Equity Plans were previously disclosed in the Company's Definitive Proxy Statements on Schedule 14A filed by the Company with the SEC on April 7, 2017 and April 5, 2019, respectively, and such disclosure is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


           Standard; Transfer of Listing.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the consummation of the Merger, the Company notified the New York Stock Exchange (the "NYSE") of the consummation of the Merger on October 15, 2020. Trading of Company Shares on the NYSE was suspended prior to market open on October 15, 2020. The NYSE will file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister the Company Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company also intends to file with the SEC a certification on Form 15, requesting that the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

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Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Item 1.02, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

The information contained in the Introductory Note and Items 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the consummation of the Merger in accordance with Section 251(h) of the DGCL on October 15, 2020, a change in control of the Company occurred. At the Effective Time, the Company became a wholly owned subsidiary of Parent.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

In accordance with the terms of the Merger Agreement, (i) each of A. John Hass III, Patrick W. Gross, Laurence Franklin, George A. Logue, David Nierenberg, Jessie Woolley-Wilson, Steven P. Yankovich, Aedhmar Hynes and Kathryn Eberle Walker resigned from his or her respective position as a member of the Company's Board of Directors, and any committee thereof and (ii) John Campbell and Barbara Benson became the directors of the Company, in each case, effective as of the Effective Time. Biographical and other information with respect to Mr. Campbell and Ms. Benson is set forth in Schedule A to the Offer to Purchase, a copy of which is attached as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed with the SEC by Parent and Merger Sub on September 15, 2020 and is incorporated herein by reference. Also at the Effective Time, all of the Company's officers voluntarily resigned, with the exception of Mathew N. Hulett and Nicholas C. Gaehde, and ceased to be officers of the Company, and the officers of Merger Sub immediately prior to the Effective Time became the officers of the Company, including Mr. Campbell as President and Chief Executive Officer and Ms. Benson as Chief Financial Officer and Treasurer.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, the certificate of incorporation and bylaws of the Company were amended and restated in their entirety, effective as of the Effective Time. Copies of the Company's third amended and restated certificate of incorporation and fifth amended and restated bylaws are included as Exhibits 3.1 and 3.2 hereto, respectively, each of which is incorporated by reference herein.

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Item 8.01. Other Events.

On October 15, 2020, the Company and Sponsor issued a press release announcing the consummation of the Offer and the Merger, a copy of which 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

 2.1          Agreement and Plan of Merger, dated as of August 29, 2020, by and
            among Parent, Merger Sub, and the Company (incorporated herein by
            reference to Exhibit 2.1 to the Current Report on Form 8-K filed by
            the Company with the SEC on August 31, 2020).*

 3.1          Third Amended and Restated Certificate of Incorporation of the
            Company.

 3.2          Fifth Amended and Restated Bylaws of the Company.

99.1          Press Release issued by the Company and Sponsor on October 15, 2020.


104         Cover Page Interactive Data File (the cover page XBRL tags are
            embedded in the Inline XBRL document).

* The Company agrees to furnish supplementally a copy of any omitted exhibit or

schedule to the SEC upon request.

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