Item 2.02 Results of Operations and Financial Condition.

On May 16, 2022, AutoWeb, Inc., a Delaware corporation ("AutoWeb" or "Company"), announced in a press release its financial results for the quarter ended March 31, 2022. A copy of AutoWeb's press release announcing these financial results is attached as Exhibit 99.1 to this Current Report on Form 8-K.

In connection with the press release, the Company also held a conference call that was webcast on May 16, 2022. A transcript of that call is attached as Exhibit 99.2 to this Current Report on Form 8-K.

The attached press release and transcript contain information that includes "Adjusted EBITDA," a non-GAAP financial measure as defined in Regulation G adopted by the Securities and Exchange Commission. The Company defines Adjusted EBITDA as net loss before interest, taxes, depreciation, amortization, non-cash stock-based compensation, non-cash gains or losses, and other extraordinary items. The Company's management believes that presenting Adjusted EBITDA provides useful information to investors regarding the underlying business trends and performance of the Company's ongoing operations, as well as providing for more consistent period-over-period comparisons. This non-GAAP measure also assists management in its operational and financial decision-making and monitoring the Company's performance. In addition, the Company uses Adjusted EBITDA as a measure for determining incentive compensation targets. Adjusted EBITDA is used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. Management strongly encourages investors to review the Company's consolidated financial statement in their entirety and to not rely on any single financial measure. A table providing a reconciliation of Adjusted EBITDA to the most comparable GAAP financial measure is included at the end of the press release attached as Exhibit 99.1 to this Current Report on Form 8-K.

The attached press release and transcript are incorporated herein solely for purposes of this Item 2.02 disclosure. The information furnished pursuant to this Item 2.02, including the exhibits attached hereto, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language of such filing. In addition, the press release and transcript furnished as exhibits to this report include "safe harbor" language pursuant to the Private Securities Litigation Reform Act of 1995, stating that certain statements about AutoWeb's business contained in the press release and transcript are "forward-looking" rather than "historic."

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


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

On May 16, 2022, Chan W. Galbato notified the Chairman of the Company's Board of Directors ("Board") that, effective immediately, he was resigning his position as a member of the Board. Mr. Galbato was a member of the Board's Audit Committee, Compensation Committee, and Corporate Governance and Nominations Committee.

Item 9.01 Financial Statements and Exhibits.





  d. Exhibits


    99.1   Press Release dated May 16, 2022


    99.2   Transcript of AutoWeb, Inc.'s Conference Call dated May 16, 2022
  104      Cover Page Interactive Data Filed (embedded within the Inline XBRL document)

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