SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of earliest event reported: February 8, 2018

Actua Corporation

(Exact name of registrant as specified in charter)

555 East Lancaster Avenue, Suite 640, Radnor, PA 19087

(Address of Principal Executive Offices) (Zip Code)

(610) 727-6900

(Registrant’s telephone number, including area code)

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:

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.  ☐

As previously announced, and as part of its plan to reduce costs as it winds down its operations in accordance with a plan of dissolution, on January 18, 2018, Actua Corporation (“Actua”) notified The NASDAQ Stock Market LLC (the “NASDAQ”) of its intention to voluntarily delist its common stock from the NASDAQ. On January 29, 2018, Actua filed a Form 25 notifying of the Securities and Exchange Commission (the “SEC”) of the delisting, which formally became effective on February 8, 2018. Following the delisting, Actua’s common stock will trade on the OTCQB Market.

Actua’s Board of Directors (the “Board”) unanimously determined that, in conjunction with the NASDAQ delisting and as a further cost reduction, the number of directors on the Board would be reduced from nine to three. Accordingly, on February 8, 2018, Mr. David J. Berkman, Mr. David K. Downes, Mr. Michael J. Hagan, Mr. H. Richard Haverstick, Jr., Mr. Peter K. Miller and Mr. Philip J. Ringo resigned from the Board and the various committees of the Board to which they belonged.

Following these resignations, the Board consists of Mr. David J. Adelman, Mr. Walter W. Buckley, III, and Mr. Thomas A. Decker. The Board has determined that Messrs. Adelman and Decker are “independent” under applicable rules.

Legal Notice Regarding Forward-Looking Statements

This Form 8-K contains certain forward-looking statements within the meaning of Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding possible or assumed future results of operations of Actua, the execution and results of its plan of dissolution and related matters. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue” or the negative of such terms or other similar expressions. You should, therefore, carefully read and consider statements that contain these words or expressions, as such forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements. There are no guarantees that Actua will be able to successfully implement its plan of dissolution or that there will be any specific amount of reserve funds (or any at all) available for future distribution by Actua. Actua’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2017, June 30, 2017, and September 30, 2017, respectively, each as filed with the SEC, contain and identify important factors that could cause the actual results to differ materially from those contained in the forward-looking statements. Actua assumes no obligation to update any forward-looking statement contained in this Form 8-K.

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, thereunto duly authorized.