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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): December 12, 2022

AGILYSYS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware | 000-5734 | 34-0907152
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.)
1000 Windward Concourse Suite 250 |
Alpharetta, Georgia |  | 30005
(Address of Principal Executive Offices) |  | (Zip Code)

Registrant’s Telephone Number, Including Area Code: 770 810-7800

(Former Name or Former Address, if Changed Since Last Report)

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, without par value |  | AGYS |  | NASDAQ Global 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 December 12, 2022, Agilysys, Inc. (the “Company”), sent a communication including a holiday video to an external mailing list. The Company later discovered that the communication also inadvertently included a link to a video recording of a town hall meeting that the Company conducted for its employees on October 27, 2022. This town hall meeting included the information in the slides furnished herewith as Exhibit 99.1, which the Company is furnishing for Regulation FD purposes. In addition, during the meeting, Ramesh Srinivasan, the Company’s Chief Executive Officer, also noted in his remarks that projections for sales net ACV for the quarter ending December 31, 2022 were then forecast to be about $28 million.

The information contained in this Item 7.01 as well as in Exhibit 99.1 is furnished and shall not be deemed to be “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, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following items are filed as exhibits to this current report on Form 8-K:

Exhibit Number |  | Description
99.1 |  | Selected slides from Agilysys, Inc. town hall meeting presentation for employees
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

|  |  | AGILYSYS, INC.
Date: | December 13, 2022 | By: | /s/ Kyle C. Badger
|  |  | Kyle C. Badger Senior Vice President, General Counsel and Secretary