UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Item 1.01 - Entry into a Material Definitive Agreement.
On August 14, 2025, Turtle Beach Corporation, a Nevada corporation (the “Company”), entered into a stock purchase agreement (the “Agreement”) regarding the purchase and sale of shares of its common stock, par value $0.001 per share (the “Common Stock”), beneficially owned by DC VGA LLC (the “Selling Stockholder”), in a private transaction. Pursuant to the Agreement, the Company agreed to purchase 694,926 shares from the Selling Stockholder at a price of $14.41 per share of Common Stock for a total of $10,013,883.66. The Selling Stockholder also agreed to sell 693,962 shares to TDG CP LLC, a Delaware limited liability company (“Donerail”) at a price of $14.41 per share of Common Stock for a total of $9,999,992.42. The purchase price per share of Common Stock for each transaction represents the average of the volume weighted average price of the Common Stock of the thirty days prior to and including August 14, 2025. Donerail is an entity affiliated with William Wyatt, a member of the Board of Directors of the Company (the “Board”). Dave Muscatel, who is also a member of the Board, is affiliated with the Selling Stockholder.
The shares purchased by the Company will be held in treasury. The Audit Committee of the Board, comprised solely of independent directors not affiliated with the Selling Stockholder and Donerail, approved the transactions contemplated by the Agreement. The Agreement contains customary representations, warranties and covenants of the parties.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, a copy of which is attached hereto as Exhibit 10.1.
Item 7.01. Regulation FD Disclosure.
On August 15, 2025, the Company issued a press release announcing the Agreement. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Stock Purchase Agreement, dated August 14, 2025, by and between Turtle Beach Corporation, DC VGA LLC and TDG CP LLC. | |
| 99.1 | Press Release of the Company, dated August 15, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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 hereunto duly authorized.
| TURTLE BEACH CORPORATION | ||||||
| Date: August 15, 2025 | By: | /s/ MARK WEINSWIG | ||||
| Mark Weinswig Chief Financial Officer | ||||||