TZOO / Travelzoo - Документы SEC, Годовой отчет, Доверенное заявление

Путешествиезоопарк
US ˙ NasdaqGS ˙ US89421Q2057

Основная статистика
LEI 5493003SM75HBCOOU310
CIK 1133311
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Travelzoo
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
August 12, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travelzoo (

July 23, 2025 EX-99.2

Second Quarter 2025 Performance July 23, 2025 2 | Second Quarter 2025 Performance Important Notice to Investors Please read this management presentation together with the Company’s press release issued earlier today announcing the Company’s second qu

q22025presentationfinal Second Quarter 2025 Performance July 23, 2025 2 | Second Quarter 2025 Performance Important Notice to Investors Please read this management presentation together with the Company’s press release issued earlier today announcing the Company’s second quarter 2025 financial results and in conjunction with the Company’s recent Annual Report and Quarterly Reports as filed with the Securities and Exchange Commission (SEC).

July 23, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Report (Date of earliest event reported): July 23, 2025 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

July 23, 2025 EX-99.1

Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports Second Quarter 2025 Results NEW YORK, July 23, 2025 — Travelzoo® (NASDAQ: TZOO): •Revenue of $23.9 million, up 13% year-over-year •Consolidated operating profit of $2.1 million •Non-GAAP consolidated operating profit of $2.4 million •Cash flow from op

June 4, 2025 8-K

UNITED STATES 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 Report (Date of earliest event reported): June 4, 2025 (Exact name of registr

UNITED STATES 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 Report (Date of earliest event reported): June 4, 2025 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

May 13, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travelzoo

April 29, 2025 EX-99.1

Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports First Quarter 2025 Results NEW YORK, April 29, 2025 — Travelzoo® (NASDAQ: TZOO): •Revenue of $23.1 million, up 5% year-over-year •Consolidated operating profit of $3.7 million •Non-GAAP consolidated operating profit of $4.4 million •Cash flow from ope

April 29, 2025 8-K

UNITED STATES 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 Report (Date of earliest event reported): April 29, 2025 (Exact name of regis

UNITED STATES 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 Report (Date of earliest event reported): April 29, 2025 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

April 29, 2025 EX-99.2

First Quarter 2025 Performance April 29, 2025 2 | First Quarter 2025 Performance Important Notice to Investors Please read this management presentation together with the Company’s press release issued earlier today announcing the Company’s first quar

First Quarter 2025 Performance April 29, 2025 2 | First Quarter 2025 Performance Important Notice to Investors Please read this management presentation together with the Company’s press release issued earlier today announcing the Company’s first quarter 2025 financial results and in conjunction with the Company’s recent Annual Report and Quarterly Reports as filed with the Securities and Exchange Commission (SEC).

April 22, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )         Filed by the Registrant ☒     Filed by a Party other than the Registrant  ☐         Check the appropriate box:  ☐ Preliminary proxy statement  ☐ Confidential, for use of the Commission only

April 22, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )         Filed by the Registrant ☒     Filed by a Party other than the Registrant  ☐         Check the appropriate box:   ☐ Preliminary proxy statement   ☐ Confidential, for use of the Commission only (as permitted b

March 19, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travelzoo (Exac

March 19, 2025 EX-21.1

SUBSIDIARIES OF TRAVELZOO

EXHIBIT 21.1 SUBSIDIARIES OF TRAVELZOO Subsidiaries Jurisdiction JFC Travel Group Co. (60%) Delaware Flights Explorer UK Ltd (100% owned by JFC Travel Group Co.) United Kingdom Jack’s Flight Club (Canada) Inc. Canada Travelzoo (Asia) Limited Hong Kong Travelzoo (Canada) Inc. Canada Travelzoo (Europe) Limited, with branches in France, Spain, and Germany United Kingdom Travelzoo (USA) Inc. (f/k/a Tr

March 19, 2025 EX-19.1

TRAVELZOO INSIDER TRADING POLICY Last Updated: September 29, 2023 INSIDER TRADING POLICY

EXHIBIT 19.1 TRAVELZOO INSIDER TRADING POLICY Last Updated: September 29, 2023 TRAVELZOO INSIDER TRADING POLICY 1.0 PURPOSE AND SCOPE. This Insider Trading Policy (this “Policy”) provides guidelines with respect to transactions involving securities of Travelzoo (including its direct and indirect subsidiaries, “Travelzoo”). Travelzoo has adopted this Policy to promote compliance by Insiders (as def

March 19, 2025 EX-97

TRAVELZOO CLAWBACK POLICY

EXHIBIT 97 TRAVELZOO CLAWBACK POLICY If the Board of Directors (the “Board”) determines that a Senior Executive (as defined below) has engaged in fraud or willful misconduct that caused or otherwise contributed to the need for a material restatement of the Company’s financial results, the Board will review all performance-based compensation awarded to or earned by that Senior Executive on the basis of performance during fiscal periods materially affected by the restatement.

February 25, 2025 EX-99.2

Fourth Quarter 2024 Performance February 25, 2025 2 | Fourth Quarter 2024 Performance Important Notice to Investors Please read this management presentation together with the Company’s press release issued earlier today announcing the Company’s fourt

Fourth Quarter 2024 Performance February 25, 2025 2 | Fourth Quarter 2024 Performance Important Notice to Investors Please read this management presentation together with the Company’s press release issued earlier today announcing the Company’s fourth quarter 2024 financial results and in conjunction with the Company’s recent Annual Report and Quarterly Reports as filed with the Securities and Exchange Commission (SEC).

February 25, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Report (Date of earliest event reported): February 25, 2025 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

February 25, 2025 EX-99.1

Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports Fourth Quarter 2024 Results NEW YORK, February 25, 2025 — Travelzoo® (NASDAQ: TZOO): •Revenue of $20.7 million, down 2% year-over-year •Consolidated operating profit of $4.9 million, up 8% year-over-year •Non-GAAP consolidated operating profit of $5.3

November 8, 2024 EX-10.3

STOCK REPURCHASE AGREEMENT

STOCK REPURCHASE AGREEMENT THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of September 5, 2024, by and between Travelzoo, a Delaware corporation (the “Company”), and Holger Bartel (the “Selling Stockholder”).

November 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travel

October 23, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Report (Date of earliest event reported): October 23, 2024 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

October 23, 2024 EX-99.1

Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports Third Quarter 2024 Results NEW YORK, October 23, 2024 — Travelzoo® (NASDAQ: TZOO): •Revenue of $20.1 million, down 2% year-over-year •Consolidated operating profit of $4.0 million •Non-GAAP consolidated operating profit of $4.9 million •Cash flow from

October 23, 2024 EX-99.2

Third Quarter 2024 Performance October 23, 2024 2 | Third Quarter 2024 Performance Important Notice to Investors Please read this management presentation together with the Company’s press release issued earlier today announcing the Company’s third qu

Third Quarter 2024 Performance October 23, 2024 2 | Third Quarter 2024 Performance Important Notice to Investors Please read this management presentation together with the Company’s press release issued earlier today announcing the Company’s third quarter 2024 financial results and in conjunction with the Company’s recent Annual Report and Quarterly Reports as filed with the Securities and Exchange Commission (SEC).

October 16, 2024 SC 13G

TZOO / Travelzoo / Ocho Investments LLC - OCHO INVESTMENTS LLC SC 13G Passive Investment

SC 13G 1 ochosc13g.htm OCHO INVESTMENTS LLC SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Travelzoo (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 89421Q205 (CUSIP Number) October 9, 2024 (Date of Event which Requires Filing of this Statement) Check the

September 19, 2024 8-K

UNITED STATES 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 Report (Date of earliest event reported): September 16, 2024 (Exact name of r

UNITED STATES 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 Report (Date of earliest event reported): September 16, 2024 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

August 9, 2024 EX-10.2

STOCK REPURCHASE AGREEMENT

EXHIBIT 10.2 STOCK REPURCHASE AGREEMENT THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of June 15, 2024, by and between Travelzoo, a Delaware corporation (the “Company”), and Holger Bartel (the “Selling Stockholder”). Recitals WHEREAS, on June 4, 2024 the Selling Stockholder offered to sell to the Company an aggregate of 200,000 shares of the Company’s common stock (the “Off

August 9, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travelzoo (

July 25, 2024 EX-99.1

Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports Second Quarter 2024 Results NEW YORK, July 25, 2024 — Travelzoo® (NASDAQ: TZOO): •Revenue of $21.1 million, consistent year-over-year •Consolidated operating profit of $4.0 million •Non-GAAP consolidated operating profit of $4.8 million •Cash flow fro

July 25, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Report (Date of earliest event reported): July 25, 2024 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

July 25, 2024 EX-99.2

Second Quarter 2024 Performance July 25, 2024 2 | Second Quarter 2024 Performance Important Notice to Investors Please read this management presentation together with the Company’s press release issued earlier today announcing the Company’s second qu

Second Quarter 2024 Performance July 25, 2024 2 | Second Quarter 2024 Performance Important Notice to Investors Please read this management presentation together with the Company’s press release issued earlier today announcing the Company’s second quarter 2024 financial results and in conjunction with the Company’s recent Annual Report and Quarterly Reports as filed with the Securities and Exchange Commission (SEC).

May 24, 2024 S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Registration Statement Under the Securities Act of 1933 (Exact Name of Registrant as Specified in Its Charter)

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Registration Statement Under the Securities Act of 1933 Travelzoo (Exact Name of Registrant as Specified in Its Charter) Delaware 36-4415727 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 590 Madison Avenue, 35th Floor New York, New York 10022

May 24, 2024 EX-FILING FEES

Calculation of Filing Fee Tables Form S-8 (Form Type) (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Travelzoo (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.

May 24, 2024 EX-4.3

NON-QUALIFIED STOCK OPTION AGREEMENT

Exhibit 4.3 NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made this day of June 1, 2022, by and between Travelzoo, a Delaware corporation (the "Company") and Justin Soffer ("Optionee"). WHEREAS, the Company and Optionee have agreed that Optionee will provide services to the Company starting June 1, 2022, pursuant to an employment agreement dat

May 15, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travelzoo

April 26, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES 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 Report (Date of earliest event reported): April 26, 2024 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

April 24, 2024 EX-99.1

Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports First Quarter 2024 Results NEW YORK, April 24, 2024 — Travelzoo® (NASDAQ: TZOO): •Revenue of $22.0 million, up 2% year-over-year •Consolidated operating profit of $5.6 million •Non-GAAP consolidated operating profit of $6.0 million •Cash flow from ope

April 24, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Report (Date of earliest event reported): April 24, 2024 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

April 24, 2024 EX-99.2

First Quarter 2024 Performance April 24, 2024 2 | First Quarter 2024 Performance Important Notice to Investors Please read this management presentation together with the Company’s press release issued earlier today announcing the Company’s first quar

First Quarter 2024 Performance April 24, 2024 2 | First Quarter 2024 Performance Important Notice to Investors Please read this management presentation together with the Company’s press release issued earlier today announcing the Company’s first quarter 2024 financial results and in conjunction with the Company’s recent Annual Report and Quarterly Reports as filed with the Securities and Exchange Commission (SEC).

March 29, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary proxy statement  ☐ Confidential, for use of the Commission only (as permitted by Ru

March 22, 2024 EX-97

TRAVELZOO CLAWBACK POLICY

EXHIBIT 97 TRAVELZOO CLAWBACK POLICY If the Board of Directors (the “Board”) determines that a Senior Executive (as defined below) has engaged in fraud or willful misconduct that caused or otherwise contributed to the need for a material restatement of the Company’s financial results, the Board will review all performance-based compensation awarded to or earned by that Senior Executive on the basis of performance during fiscal periods materially affected by the restatement.

March 22, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travelzoo (Exac

March 22, 2024 EX-21.1

SUBSIDIARIES OF TRAVELZOO

EXHIBIT 21.1 SUBSIDIARIES OF TRAVELZOO Subsidiaries Jurisdiction JFC Travel Group Co. (60%) Delaware Flights Explorer UK Ltd (100% owned by JFC Travel Group Co.) United Kingdom Travelzoo (Asia) Limited Hong Kong Travelzoo (Canada) Inc. Canada Travelzoo (China) Limited Hong Kong Travelzoo (Europe) Limited, with branches in France, Spain, and Germany United Kingdom Travelzoo (USA) Inc. (f/k/a Travel

February 28, 2024 8-K

UNITED STATES 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 Report (Date of earliest event reported): February 28, 2024 (Exact name of re

UNITED STATES 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 Report (Date of earliest event reported): February 28, 2024 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

February 28, 2024 EX-99.1

Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports Fourth Quarter 2023 Results NEW YORK, February 28, 2024 — Travelzoo® (NASDAQ: TZOO): •Revenue of $21.1 million, up 14% year-over-year •Consolidated operating profit of $4.5 million •Non-GAAP consolidated operating profit of $5.2 million •Cash flow fro

November 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travel

October 24, 2023 EX-99.1

Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports Third Quarter 2023 Results NEW YORK, October 24, 2023 — Travelzoo® (NASDAQ: TZOO): •Revenue of $20.6 million, up 30% year-over-year •Consolidated operating profit of $3.1 million •Non-GAAP consolidated operating profit of $3.9 million •Cash flow from

October 24, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Report (Date of earliest event reported): October 24, 2023 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

August 14, 2023 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.:

August 14, 2023 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 0

August 14, 2023 EX-21.1

SUBSIDIARIES OF TRAVELZOO

EXHIBIT 21.1 SUBSIDIARIES OF TRAVELZOO Subsidiaries Jurisdiction Beijing Travelzoo Travel Information Technology Limited China JFC Travel Group Co. (60%) Delaware Flights Explorer UK Ltd (100% owned by JFC Travel Group Co.) United Kingdom Travelzoo (Asia) Limited Hong Kong Travelzoo (Canada) Inc. Canada Travelzoo (China) Limited Hong Kong Travelzoo (Europe) Limited, with branches in France, Spain,

August 14, 2023 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.:

August 14, 2023 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File N

August 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travelzoo (

August 14, 2023 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-5

August 8, 2023 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES 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 Report (Date of earliest event reported): August 2, 2023 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

July 27, 2023 8-K

UNITED STATES 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 Report (Date of earliest event reported): July 27, 2023 (Exact name of regist

UNITED STATES 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 Report (Date of earliest event reported): July 27, 2023 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

July 27, 2023 EX-99.1

Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports Second Quarter 2023 Results NEW YORK, July 27, 2023 — Travelzoo® (NASDAQ: TZOO): •Revenue of $21.1 million, up 19% year-over-year •Consolidated operating profit of $3.3 million •Non-GAAP consolidated operating profit of $4.2 million •Cash flow from op

July 3, 2023 8-K

UNITED STATES 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 Report (Date of earliest event reported): June 27, 2023 (Exact name of regist

UNITED STATES 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 Report (Date of earliest event reported): June 27, 2023 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

July 3, 2023 EX-16.1

333 W San Carlos Suite 700 San Jose, CA 95110 T +1 408 572 4440 F +1 408 572 4441 www.rsmus.com July 3, 2023 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read Travelzoo’s statements included under Item 4.01(a) of i

travelzoo23changeofaudi 333 W San Carlos Suite 700 San Jose, CA 95110 T +1 408 572 4440 F +1 408 572 4441 www.rsmus.com July 3, 2023 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read Travelzoo’s statements included under Item 4.01(a) of its Form 8-K filed on July 3, 2023 and we agree with such statements concerning our firm. RSM US LLP

June 1, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES 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 Report (Date of earliest event reported): June 1, 2023 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

May 12, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travelzoo

April 28, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary proxy statement  ☐ Confidential, for use of the Commission only (as permitted by Rul

April 27, 2023 EX-99.1

Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports First Quarter 2023 Results NEW YORK, April 27, 2023 — Travelzoo® (NASDAQ: TZOO): •Revenue of $21.6 million, up 17% year-over-year •In constant currencies, revenue was $22.1 million, up 19% year-over-year •Non-GAAP consolidated operating profit of $5.5

April 27, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Report (Date of earliest event reported): April 27, 2023 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

April 6, 2023 8-K

UNITED STATES 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 Report (Date of earliest event reported): March 31, 2023 (Exact name of regis

UNITED STATES 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 Report (Date of earliest event reported): March 31, 2023 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

March 31, 2023 EX-21.1

SUBSIDIARIES OF TRAVELZOO

EXHIBIT 21.1 SUBSIDIARIES OF TRAVELZOO Subsidiaries Jurisdiction Beijing Travelzoo Travel Information Technology Limited China JFC Travel Group Co. (60%) Delaware Flights Explorer UK Ltd (100% owned by JFC Travel Group Co.) United Kingdom Travelzoo (Asia) Limited Hong Kong Travelzoo (Canada) Inc. Canada Travelzoo (China) Limited Hong Kong Travelzoo (Europe) Limited, with branches in France, Spain,

March 31, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travelzoo (Exac

March 22, 2023 8-K

UNITED STATES 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 Report (Date of earliest event reported): March 22, 2023 (Exact name of regis

UNITED STATES 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 Report (Date of earliest event reported): March 22, 2023 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

March 22, 2023 EX-99.1

Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports Fourth Quarter 2022 Results NEW YORK, March 22, 2023 — Travelzoo® (NASDAQ: TZOO): •Revenue of $18.6 million, up 36% year-over-year •In constant currencies, revenue was $19.4 million, up 42% year-over-year •Non-GAAP consolidated operating profit of $4.

March 9, 2023 8-K

UNITED STATES 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 Report (Date of earliest event reported): March 5, 2023 (Exact name of regist

UNITED STATES 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 Report (Date of earliest event reported): March 5, 2023 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

February 15, 2023 424B3

Up to 3,410,000 Shares

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration File No. 333-269563 PROSPECTUS Up to 3,410,000 Shares   Common Stock This prospectus relates to resales, from time to time, of up to 3,410,000 shares of our common stock, par value $.01 per share, by Azzurro Capital Inc. (“Azzurro”). We are registering the offer and sale of the shares of common stock held by Azzurro to satisfy the reg

February 15, 2023 SC 13G/A

TZOO / Travelzoo / Forager Fund, L.P. - SC13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Travelzoo (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 89421Q205 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

February 10, 2023 CORRESP

Travelzoo 590 Madison Avenue, 35th Floor New York, New York 10022 (212) 516-1300

Travelzoo 590 Madison Avenue, 35th Floor New York, New York 10022 (212) 516-1300 February 10, 2023 VIA EDGAR U.

February 3, 2023 EX-FILING FEES

Calculation of Filing Fee Tables Form S-3 (Form Type) (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Travelzoo (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Common Stock, par value $0.

February 3, 2023 S-3

As filed with the Commission on February 3, 2023

TABLE OF CONTENTS As filed with the Commission on February 3, 2023 Registration No.

January 5, 2023 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

falseTRAVELZOO0001133311NASDAQ00011333112022-12-282022-12-28 UNITED STATES 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 Report (Date of earliest event reported): January 5, 2023 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

December 29, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES 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 Report (Date of earliest event reported): December 28, 2022 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

December 6, 2022 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ?) Filed by the Registrant?? ? ? Filed by a Party other than the Registrant??? Check the appropriate box: ?? Preliminary proxy statement ?? Confidential, for use of the Commission only (as permitted by

December 6, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary proxy statement  ☐ Confidential, for use of the Commission only (as permitted by Rul

November 25, 2022 EX-2

ANNEX B

November 25, 2022 The Special Committee of the Board of Directors of Travelzoo ℅ Mr.

November 25, 2022 EX-1

ANNEX A

ANNEX A STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement"), dated as of November 25, 2022, is entered into between Travelzoo, a Delaware corporation (the "Company"), and Azzurro Capital Inc.

November 25, 2022 8-K

Entry into a Material Definitive Agreement

UNITED STATES 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 Report (Date of earliest event reported): November 25, 2022 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

November 25, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ý Preliminary proxy statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

November 25, 2022 EX-2.1

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement"), dated as of November 25, 2022, is entered into between Travelzoo, a Delaware corporation (the "Company"), and Azzurro Capital Inc.

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travel

October 27, 2022 EX-99.1

Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports Third Quarter 2022 Results NEW YORK, October 26, 2022 — Travelzoo® (NASDAQ: TZOO): •Revenue of $15.8 million, up 1% year-over-year •In constant currencies, revenue was $16.7 million, up 6% year-over-year •Non-GAAP consolidated operating profit of $1.1

October 27, 2022 8-K

UNITED STATES 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 Report (Date of earliest event reported): October 26, 2022 (Exact name of reg

UNITED STATES 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 Report (Date of earliest event reported): October 26, 2022 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

August 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travelzoo (

August 9, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES 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 Report (Date of earliest event reported): August 8, 2022 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

July 27, 2022 EX-99.1

Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Almira Pusch [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Almira Pusch [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports Second Quarter 2022 Results NEW YORK, July 27, 2022 ? Travelzoo? (NASDAQ: TZOO): ?Revenue of $17.7 million, down 7% year-over-year ?In constant currencies, revenue was $18.2 million ?Non-GAAP operating profit of $2.6 million ?Earnings per

July 27, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Report (Date of earliest event reported): July 27, 2022 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

May 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travelzoo

April 27, 2022 EX-99.1

Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Almira Pusch [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Almira Pusch [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports First Quarter 2022 Results NEW YORK, April 26, 2022 ? Travelzoo? (NASDAQ: TZOO): ?Consolidated revenue of $18.5 million, up 29% year-over-year ?Non-GAAP consolidated operating profit of $2.7 million ?Earnings per share (EPS) of $0.19 attr

April 27, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES 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 Report (Date of earliest event reported): April 25, 2022 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

April 27, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Report (Date of earliest event reported): April 26, 2022 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

April 5, 2022 EX-3.5

AMENDED AND RESTATED BY-LAWS OF TRAVELZOO ARTICLE I

Exhibit 3.5 AMENDED AND RESTATED BY-LAWS OF TRAVELZOO ARTICLE I Offices Section 1.1 Registered Office. The registered office of Travelzoo (the ?Corporation?) will be fixed in the Certificate of Incorporation (the ?Certificate of Incorporation?). Section 1.2 Other Offices. The Corporation may have other offices, both within and outside the State of Delaware, as the board of directors of the Corpora

April 5, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES 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 Report (Date of earliest event reported): March 31, 2022 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

April 1, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ?) Filed by the Registrant?? ? ? Filed by a Party other than the Registrant??? Check the appropriate box: ?? Preliminary proxy statement ?? Confidential, for use of the Commission only (as permitted by

March 31, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travelzoo (Exac

March 31, 2022 EX-4.1

Description of the Company’s Common and Preferred Stock Description of the Company’s Common and Preferred Stock Registered Under Section 12 of the Exchange Act of 1934

EXHIBIT 4.1 Description of the Company?s Common and Preferred Stock Description of the Company?s Common and Preferred Stock Registered Under Section 12 of the Exchange Act of 1934 The following summary of Travelzoo?s common stock and preferred stock is based on and qualified by the Company?s Certificate of Incorporation, as amended (the ?Certificate of Incorporation?) and the Company?s By-laws (th

March 31, 2022 EX-21.1

SUBSIDIARIES OF TRAVELZOO

EXHIBIT 21.1 SUBSIDIARIES OF TRAVELZOO Subsidiaries Jurisdiction Beijing Travelzoo Travel Information Technology Limited China JFC Travel Group Co. (60%) Delaware Travelzoo (Asia) Limited Hong Kong Travelzoo (Australia) Pty Limited (in the process of liquidation) Australia Travelzoo (Canada) Inc. Canada Travelzoo (China) Limited Hong Kong Travelzoo (Europe) Limited United Kingdom Travelzoo (Hong K

March 23, 2022 EX-2.1

ASSET PURCHASE AGREEMENT

Exhibit 2.01 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this ?Agreement?), by and between Metaverse Travel Experiences, Inc. (f/k/a Azzurro Brands Inc.), a New York corporation (?Seller?), and Travelzoo, a Delaware corporation (?Buyer?), is dated as of March 17, 2022. WHEREAS, on March 12, 2021, Seller entered into that certain Asset Purchase Agreement (the ?APA?), by and between Sell

March 23, 2022 8-K

Entry into a Material Definitive Agreement

UNITED STATES 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 Report (Date of earliest event reported): March 17, 2022 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

March 4, 2022 EX-96.1

Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Almira Pusch [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Almira Pusch [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports Fourth Quarter 2021 Results NEW YORK, March 3, 2022 ? Travelzoo? (NASDAQ: TZOO): ?Consolidated revenue of $14.1 million, up 13% year-over-year ?Non-GAAP consolidated operating loss of $2.1 million ?Earnings per share (EPS) of ($0.25) attr

March 4, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Report (Date of earliest event reported): March 3, 2022 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

February 25, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES 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 Report (Date of earliest event reported): February 23, 2022 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

February 15, 2022 SC 13G

TZOO / Travelzoo / Forager Capital Management, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TRAVELZOO (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 89421Q205 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

November 8, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travel

November 1, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Report (Date of earliest event reported): October 29, 2021 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

November 1, 2021 EX-99.1

Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Almira Pusch [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Almira Pusch [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports Third Quarter 2021 Results NEW YORK, October 29, 2021 ? Travelzoo? (NASDAQ: TZOO): ?Consolidated revenue of $15.7 million, up 14% year-over-year ?Non-GAAP consolidated operating profit of $1.1 million ?Earnings per share (EPS) of $0.22 at

August 4, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travelzoo (

July 22, 2021 EX-99.1

Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Almira Pusch [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Almira Pusch [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports Second Quarter 2021 Results NEW YORK, July 21, 2021 ? Travelzoo? (NASDAQ: TZOO): ?Consolidated revenue of $19.1 million, up 172% year-over-year and up 34% quarter- over-quarter ?Non-GAAP consolidated operating profit of $4.9 million ?Earn

July 22, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Report (Date of earliest event reported): July 21, 2021 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

July 2, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES 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 Report (Date of earliest event reported): June 30, 2021 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

June 4, 2021 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES 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 Report (Date of earliest event reported): June 1, 2021 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

May 7, 2021 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travelzoo

April 29, 2021 DEF 14A

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary proxy statement ? Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ? Defin

April 23, 2021 EX-99.1

Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Almira Pusch [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Almira Pusch [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports First Quarter 2021 Results NEW YORK, April 22, 2021 ? Travelzoo? (NASDAQ: TZOO): ?Consolidated revenue of $14.3 million, down 30% year-over-year and up 14% quarter- over-quarter ?Non-GAAP consolidated operating profit of $0.6 million ?Ear

April 23, 2021 8-K/A

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2021 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

April 22, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Report (Date of earliest event reported): April 22, 2021 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

April 22, 2021 EX-99.1

Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Almira Pusch [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Almira Pusch [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports First Quarter 2021 Results NEW YORK, April 22, 2021 ? Travelzoo? (NASDAQ: TZOO): ?Consolidated revenue of $14.3 million, down 30% year-over-year and up 14% quarter- over-quarter ?Non-GAAP consolidated operating profit of $0.6 million ?Ear

April 12, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES 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 Report (Date of earliest event reported): April 6, 2021 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

April 12, 2021 EX-3.5

AMENDED AND RESTATED ARTICLE I

AMENDED AND RESTATED BY-LAWS OF TRAVELZOO ARTICLE I Offices Section 1.1 Registered Office. The registered office of Travelzoo (the ?Corporation?) will be fixed in the Certificate of Incorporation (the ?Certificate of Incorporation?). Section 1.2 Other Offices. The Corporation may have other offices, both within and outside the State of Delaware, as the board of directors of the Corporation (the ?B

March 31, 2021 EX-4.1

Description of the Company’s Common and Preferred Stock Description of the Company’s Common and Preferred Stock Registered Under Section 12 of the Exchange Act of 1934

EXHIBIT 4.1 Description of the Company?s Common and Preferred Stock Description of the Company?s Common and Preferred Stock Registered Under Section 12 of the Exchange Act of 1934 The following summary of Travelzoo?s common stock and preferred stock is based on and qualified by the Company?s Certificate of Incorporation, as amended (the ?Certificate of Incorporation?) and the Company?s By-laws (th

March 31, 2021 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travelzoo (Exac

March 31, 2021 EX-21.1

SUBSIDIARIES OF TRAVELZOO Subsidiaries Jurisdiction Beijing Travelzoo Travel Information Technology Limited China JFC Travel Group Co. (60%) Delaware Travelzoo (Asia) Limited Hong Kong Travelzoo (Australia) Pty Limited Australia Travelzoo (Canada) In

EXHIBIT 21.1 SUBSIDIARIES OF TRAVELZOO Subsidiaries Jurisdiction Beijing Travelzoo Travel Information Technology Limited China JFC Travel Group Co. (60%) Delaware Travelzoo (Asia) Limited Hong Kong Travelzoo (Australia) Pty Limited Australia Travelzoo (Canada) Inc. Canada Travelzoo (China) Limited Hong Kong Travelzoo (Europe) Limited United Kingdom Travelzoo (Hong Kong) Limited (liquidation began

March 31, 2021 EX-99.1

Travelzoo Appoints Michèle Huiban as Chief Financial Officer

Travelzoo Appoints Mich?le Huiban as Chief Financial Officer NEW YORK,?March 31, 2021?Travelzoo? (NASDAQ: TZOO), a global Internet company that publishes exclusive offers and experiences for members, today announced the appointment of Mich?le Huiban as Chief Financial Officer (CFO).

March 31, 2021 EX-10.11

STOCK REPURCHASE AGREEMENT

STOCK REPURCHASE AGREEMENT THIS STOCK REPURCHASE AGREEMENT (this ?Agreement?) is entered into as of March 27, 2021, by and between Travelzoo, a Delaware corporation (the ?Company?), and Holger Bartel (the ?Selling Stockholder?).

March 31, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES 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 Report (Date of earliest event reported): March 31, 2021 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

March 31, 2021 EX-10.1

[Translated from French] Permanent Employment Agreement BY AND BETWEEN THE UNDERSIGNED: Travelzoo (Europe) Limited, A company incorporated in England with its registered office at 151 Shaftesbury Avenue, London WC2H 8AL Whose French branch is located

[Translated from French] Permanent Employment Agreement BY AND BETWEEN THE UNDERSIGNED: Travelzoo (Europe) Limited, A company incorporated in England with its registered office at 151 Shaftesbury Avenue, London WC2H 8AL England Whose French branch is located at 13, boulevard Haussmann, 75009 Paris France The branch is registered with the Paris Trade and Companies Registry Trade under number 494 888 019 00044, registered with the URSSAF under number 1171512478244 and represented for the purposes hereof by Mr.

March 17, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Report (Date of earliest event reported): March 17, 2021 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

March 17, 2021 EX-99.1

Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Almira Pusch [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Almira Pusch [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports Fourth Quarter 2020 Results NEW YORK, March 17, 2021 ? Travelzoo? (NASDAQ: TZOO): ?Consolidated revenue of $12.5 million, down 51% from $25.3 million year-over-year ?Net income of $702,000 ?Non-GAAP consolidated operating profit of $547,0

November 6, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travel

October 21, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES 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 Report (Date of earliest event reported): October 21, 2020 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

October 21, 2020 EX-99.1

Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Almira Pusch [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Almira Pusch [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports Third Quarter 2020 Results NEW YORK, October 21, 2020 — Travelzoo® (NASDAQ: TZOO): •Consolidated revenue of $13.8 million, down 42% from $23.8 million year-over-year •Net loss of $1.2 million •Non-GAAP consolidated operating profit of $1.

August 28, 2020 S-8

- S-8

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Registration Statement Under the Securities Act of 1933 Travelzoo (Exact Name of Registrant as Specified in Its Charter) Delaware 36-4415727 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 590 Madison Avenue, 35th Floor New York, New York 10022

August 10, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travelzoo (

July 30, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Report (Date of earliest event reported): July 30, 2020 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

July 30, 2020 EX-99.1

Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Almira Pusch [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Almira Pusch [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports Second Quarter 2020 Results NEW YORK, July 30, 2020 — Travelzoo® (NASDAQ: TZOO): •Revenue of $7.0 million, down 73% from $26.6 million year-over-year •Non-GAAP operating loss of $2.5 million (adjustment of GAAP operating loss by excluding

June 25, 2020 EX-99.1

Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Almira Pusch [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Almira Pusch [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports First Quarter 2020 Results NEW YORK, June 25, 2020 — Travelzoo® (NASDAQ: TZOO): • Revenue of $20.3 million, down from $29.2 million year-over-year • Operating loss of $3.7 million • Earnings per share (EPS) of ($0.32) attributable to Trav

June 25, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Report (Date of earliest event reported): June 25, 2020 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

June 25, 2020 EX-33.2

CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.2 CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Lisa Su, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Travelzoo; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circum

June 25, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travelzoo

June 22, 2020 8-K

Costs Associated with Exit or Disposal Activities

UNITED STATES 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 Report (Date of earliest event reported): June 16, 2020 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

June 4, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

UNITED STATES 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 Report (Date of earliest event reported): May 29, 2020 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

June 4, 2020 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 form8-kannualmeeting.htm 8-K UNITED STATES 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 Report (Date of earliest event reported): May 29, 2020 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Comm

May 13, 2020 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary proxy statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Defi

May 11, 2020 8-K

Other Events

UNITED STATES 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 Report (Date of earliest event reported): May 11, 2020 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

April 30, 2020 EX-10.1

U.S. Small Business Administration NOTE SBA Loan # 58099771-09 SBA Loan Name Travelzoo Date {{*Dte_es_:signer1:date:format(date,April 24, 2020 “mmmm dd, yyyy”)}} Date $3,121,605.00 Loan Amount Date 1.00% Interest Rate Date Borrower Travelzoo N/A Oper

travelzoopppdocuments U.S. Small Business Administration NOTE SBA Loan # 58099771-09 SBA Loan Name Travelzoo Date {{*Dtees:signer1:date:format(date,April 24, 2020 “mmmm dd, yyyy”)}} Date $3,121,605.00 Loan Amount Date 1.00% Interest Rate Date Borrower Travelzoo N/A Operating Company HSBC Bank USA, National Association Lender 1. PROMISE TO PAY: In return for the Loan, Borrower promises to pay to th

April 30, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES 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 Report (Date of earliest event reported): April 24, 2020 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

April 16, 2020 DEF 14A

TZOO / Travelzoo, Inc. DEF 14A - - DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary proxy statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ý Defin

April 6, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES 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 Report (Date of earliest event reported): March 30, 2020 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

March 30, 2020 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2020 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

March 30, 2020 EX-99.2

INTRODUCTORY NOTE TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.2 TRAVELZOO INTRODUCTORY NOTE TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On January 13, 2020 (“Closing Date”), Travelzoo (“Travelzoo” or the “Company”) entered into a Stock Purchase Agreement (the "SPA") with JFC Travel Group Co. (“JFC”), which wholly owns and operates Jack's Flight Club, Co., for the purchase of up to 100% of the outstanding common stock of JFC

March 30, 2020 EX-99.1

INDEPENDENT AUDITOR'S REPORT

Exhibit 99.1 JFC TRAVEL GROUP CO. AND SUBSIDIARY CONSOLIDATED FINANCIAL REPORT DECEMBER 31, 2019 To the Board of Directors Perforce Software, Inc. Page INDEPENDENT AUDITOR’S REPORT 1 - 2 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheet 3 Consolidated Statement of Income 4 Consolidated Statement of Stockholders’ Equity (Deficit) 5 Consolidated Statement of Cash Flows 6 Notes to Consolid

March 20, 2020 EX-10.16

SECOND AMENDMENT TO LEASE

EXHIBIT 10.16 SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is made as of the 8th day of August, 2019, by and between 590 MADISON AVENUE, LLC, a Delaware limited liability company having an office at 275 East Broad Street, Columbus, Ohio 43215-3771 (“Landlord”) and TRAVELZOO (formerly Travelzoo Inc.), a Delaware corporation, having an office at 590 Madison Avenue, 37t

March 20, 2020 EX-10.19

__________________________________________ STOCK PURCHASE AGREEMENT by and among TRAVELZOO, as the Buyer, JFC TRAVEL GROUP CO., as the Company, MIKHAIL MAYZENBERG and PHILIP WINTERMANTLE, as the Sellers, MIKHAIL MAYZENBERG, as the Sellers’ Representa

EXHIBIT 10.19 STOCK PURCHASE AGREEMENT by and among TRAVELZOO, as the Buyer, JFC TRAVEL GROUP CO., as the Company, MIKHAIL MAYZENBERG and PHILIP WINTERMANTLE, as the Sellers, and MIKHAIL MAYZENBERG, as the Sellers’ Representative * * * * Dated as of January 13, 2020 TABLE OF CONTENTS 1.Definitions; Interpretations. 1 (a)Definitions 1 (b)Accounting Provisions 14 (c)Interpretation 14 2.Purchase and

March 20, 2020 10-K

TZOO / Travelzoo, Inc. 10-K - Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travelzoo (Exac

March 20, 2020 EX-21.1

SUBSIDIARIES OF TRAVELZOO Subsidiaries Jurisdiction Beijing Travelzoo Travel Information Technology Limited China Travelzoo (Asia) Limited Hong Kong Travelzoo (Australia) Pty Limited Australia Travelzoo (Canada) Inc. Canada Travelzoo (China) Limited

EX-21.1 6 tzoo-20191231xex211.htm EXHIBIT 21.1 EXHIBIT 21.1 SUBSIDIARIES OF TRAVELZOO Subsidiaries Jurisdiction Beijing Travelzoo Travel Information Technology Limited China Travelzoo (Asia) Limited Hong Kong Travelzoo (Australia) Pty Limited Australia Travelzoo (Canada) Inc. Canada Travelzoo (China) Limited Hong Kong Travelzoo (Europe) Limited United Kingdom Travelzoo (Hong Kong) Limited Hong Kon

March 20, 2020 EX-10.17

NON-QUALIFIED STOCK OPTION AGREEMENT

EXHIBIT 10.17 NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made this day of September 5, 2019, by and between Travelzoo, a Delaware corporation (the "Company") and Holger Bartel ("Optionee"). WHEREAS, Optionee has been providing services for the Company pursuant to an Employment Agreement, dated as of September 28, 2015, as amended, by and be

March 20, 2020 EX-10.18

STOCK REPURCHASE AGREEMENT

EX-10.18 4 holger-stockrepurchaseagre.htm EXHIBIT 10.18 EXHIBIT 10.18 STOCK REPURCHASE AGREEMENT THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of November 6, 2019, by and between Travelzoo, a Delaware corporation (the “Company”), and Holger Bartel (the “Selling Stockholder”). Recitals WHEREAS, the Selling Stockholder desires to sell to the Company, and the Company desires t

March 17, 2020 NT 10-K

TZOO / Travelzoo, Inc. NT 10-K - - NT 10-K

SEC FILE NUMBER 000-50171 CUSIP NUMBER 131506 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 11, 2020 8-K

Other Events

UNITED STATES 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 Report (Date of earliest event reported): March 10, 2020 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

March 11, 2020 EX-99

Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Almira Pusch +1 212 484 4967 [email protected] Travelzoo Exits Loss-Making Asia Pacific Business / Focuses on Highly Profitable Business in North America and Europe

Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Almira Pusch +1 212 484 4967 IR@travelzoo.

March 2, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Report (Date of earliest event reported): March 2, 2020 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

March 2, 2020 EX-99.1

Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Lijun Qi [email protected]

EX-99.1 2 ex-99112x31x20198xk.htm EXHIBIT 99.1 Exhibit 99.1 Travelzoo 590 Madison Avenue 35th Floor New York, NY 10022 Investor Relations: Lijun Qi [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports Fourth Quarter 2019 Results and Discusses Impact of Acquisition of Jack’s Flight Club on 2020 Results NEW YORK, March 2, 2020 — Travelzoo® (NASDAQ: TZOO): • Revenue of $26.9 million; consistent y

February 14, 2020 SC 13G

TZOO / Travelzoo, Inc. / Osmium Partners, LLC - FORM SC 13G Passive Investment

SC 13G 1 formsc13g-travelzoo.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TRAVELZOO INC. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 89421Q205 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropri

January 15, 2020 8-K

Entry into a Material Definitive Agreement

UNITED STATES 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 Report (Date of earliest event reported): January 13, 2020 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

November 12, 2019 8-K

Entry into a Material Definitive Agreement

UNITED STATES 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 Report (Date of earliest event reported): November 6, 2019 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

November 12, 2019 EX-10.4

STOCK REPURCHASE AGREEMENT

Exhibit 10.4 STOCK REPURCHASE AGREEMENT THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of November 6, 2019, by and between Travelzoo, a Delaware corporation (the “Company”), and Holger Bartel (the “Selling Stockholder”). Recitals WHEREAS, the Selling Stockholder desires to sell to the Company, and the Company desires to repurchase from the Selling Stockholder, an aggregate o

November 1, 2019 10-Q

TZOO / Travelzoo, Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travel

October 23, 2019 EX-99.1

Travelzoo 590 Madison Avenue 37th Floor New York, NY 10022 Investor Relations: Lijun Qi [email protected]

EX-99.1 2 ex-99109x30x20198xk.htm EXHIBIT 99.1 Exhibit 99.1 Travelzoo 590 Madison Avenue 37th Floor New York, NY 10022 Investor Relations: Lijun Qi [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports Third Quarter 2019 Results NEW YORK, October 23, 2019 — Travelzoo® (NASDAQ: TZOO): • Revenue of $25.5 million; up 2% year-over-year in constant currencies • Operating profit of $1.2 million, up 7

October 23, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Report (Date of earliest event reported): October 23, 2019 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

October 15, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES 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 Report (Date of earliest event reported): October 10, 2019 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

September 10, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES 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 Report (Date of earliest event reported): September 5, 2019 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

September 10, 2019 EX-10.3

NON-QUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.3 NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made this day of September 5, 2019, by and between Travelzoo, a Delaware corporation (the "Company") and Holger Bartel ("Optionee"). WHEREAS, Optionee has been providing services for the Company pursuant to an Employment Agreement, dated as of September 28, 2015, as amended, by and bet

August 9, 2019 10-Q

TZOO / Travelzoo, Inc. 10-Q - Quarterly Report - 10-Q

10-Q 1 tzoo-2019630x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commissio

August 9, 2019 EX-3.3

CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION Pursuant to Section 242 of the General Corporation Law of the State of Delaware

Exhibit 3.3 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF TRAVELZOO Pursuant to Section 242 of the General Corporation Law of the State of Delaware Travelzoo (the “Corporation”), a corporation duly organized and validly existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows: FIRST: The Certificate of Incorporation of the C

July 24, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Report (Date of earliest event reported): July 24, 2019 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

July 24, 2019 EX-99.1

Travelzoo 590 Madison Avenue 37th Floor New York, NY 10022 Investor Relations: Lijun Qi [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 37th Floor New York, NY 10022 Investor Relations: Lijun Qi [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports Second Quarter 2019 Results NEW YORK, July 24, 2019 — Travelzoo® (NASDAQ: TZOO): • Revenue of $28.2 million; up 3% year-over-year in constant currencies • Operating profit of $2.4 million, up 125% year-over-year • Earnings per share (EPS) of

May 21, 2019 S-8

TZOO / Travelzoo, Inc. S-8 - - S-8

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Registration Statement Under the Securities Act of 1933 Travelzoo (Exact Name of Registrant as Specified in Its Charter) Delaware 36-4415727 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 590 Madison Avenue, 37th Floor New York, New York 10022

May 21, 2019 EX-4.4

NON-QUALIFIED STOCK OPTION AGREEMENT

Exhibit 4.4 NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made this 20th day of May 2019, by and between Travelzoo, a Delaware corporation ("Company") and Xiaobo (Scott) Wang ("Optionee"). WHEREAS, the Company and Optionee intend that Optionee will provide services to the Company effective May 20, 2019 or earlier, pursuant to an employment agr

May 15, 2019 8-K

Submission of Matters to a Vote of Security Holders

9UNITED STATES 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 Report (Date of earliest event reported): May 14, 2019 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

May 10, 2019 10-Q

TZOO / Travelzoo, Inc. 10-Q Quarterly Report 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travelzoo

May 7, 2019 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES 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 Report (Date of earliest event reported): May 7, 2019 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

May 7, 2019 EX-99.1

Travelzoo 590 Madison Avenue 37th Floor New York, NY 10022 Investor Relations: Lijun Qi [email protected]

Travelzoo 590 Madison Avenue 37th Floor New York, NY 10022 Investor Relations: Lijun Qi ir@travelzoo.

April 25, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Report (Date of earliest event reported): April 25, 2019 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

April 25, 2019 EX-99.1

Travelzoo 590 Madison Avenue 37th Floor New York, NY 10022 Investor Relations: Lijun Qi [email protected]

EX-99.1 2 ex-99103x31x20198xk.htm EXHIBIT 99.1 Exhibit 99.1 Travelzoo 590 Madison Avenue 37th Floor New York, NY 10022 Investor Relations: Lijun Qi [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports First Quarter 2019 Results NEW YORK, April 25, 2019 — Travelzoo® (NASDAQ: TZOO): • Revenue of $30.8 million, up 3% year-over-year in constant currencies • Operating profit of $5.0 million, up 36%

April 16, 2019 EX-16.1

1/7

Exhibit 16.1 April 16, 2019 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Travelzoo (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K of Travelzoo dated April 15, 2019. We agree with the statements concerning our Firm contained therein. Ver

April 16, 2019 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES 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 Report (Date of earliest event reported): April 15, 2019 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

April 1, 2019 DEF 14A

TZOO / Travelzoo, Inc. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary proxy statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ý Defin

March 11, 2019 10-K

TZOO / Travelzoo, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travelzoo (Exac

March 11, 2019 EX-21.1

SUBSIDIARIES OF TRAVELZOO Subsidiaries Jurisdiction Beijing Travelzoo Travel Information Technology Limited China Travelzoo (Asia) Limited Hong Kong Travelzoo (Australia) Pty Limited Australia Travelzoo (Canada) Inc. Canada Travelzoo (China) Limited

EXHIBIT 21.1 SUBSIDIARIES OF TRAVELZOO Subsidiaries Jurisdiction Beijing Travelzoo Travel Information Technology Limited China Travelzoo (Asia) Limited Hong Kong Travelzoo (Australia) Pty Limited Australia Travelzoo (Canada) Inc. Canada Travelzoo (China) Limited Hong Kong Travelzoo (Europe) Limited United Kingdom Travelzoo (Hong Kong) Limited Hong Kong Travelzoo (Singapore) Pty Limited Singapore T

February 14, 2019 EX-10.1

STOCK REPURCHASE AGREEMENT

Exhibit 10.1 STOCK REPURCHASE AGREEMENT THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of February 13, 2019 by and between Travelzoo, a Delaware corporation (the “Company”) and Azzurro Capital Inc. (the “Selling Stockholder”). Recitals WHEREAS, the Selling Stockholder desires to sell to the Company, and the Company desires to repurchase from the Selling Stockholder, an aggre

February 14, 2019 SC 13G/A

TZOO / Travelzoo, Inc. / Osmium Partners, LLC - FORM SC 13G/A Passive Investment

Osmium Partners, LLC - Schedule 13G/A - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* TRAVELZOO INC. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 89421Q205 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Stateme

February 14, 2019 8-K

Entry into a Material Definitive Agreement

UNITED STATES 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 Report (Date of earliest event reported): February 13, 2019 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

February 6, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Report (Date of earliest event reported): February 6, 2019 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

February 6, 2019 EX-99.1

Travelzoo 590 Madison Avenue 37th Floor New York, NY 10022 Investor Relations: Lijun Qi [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 37th Floor New York, NY 10022 Investor Relations: Lijun Qi [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports Fourth Quarter 2018 Results NEW YORK, February 6, 2019 — Travelzoo® (NASDAQ: TZOO): • Revenue of $27.1 million, up 2% year-over-year in constant currencies • Operating profit of $2.8 million, up 158% year-over-year • Cash flow from operations

January 23, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES 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 Report (Date of earliest event reported): January 23, 2019 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

November 1, 2018 EX-10.25

SEPARATION AGREEMENT AND GENERAL RELEASE

EX-10.25 2 tzoo-exx1025separationagre.htm EXHIBIT 10.25 Exhibit 10.25 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (this “Agreement”) is entered into by and between Michael Stitt (“Employee”) and Travelzoo (“Employer”) (collectively referred to herein as “the Parties”). I. RECITALS 1.1. Employee is employed by Employer in the position of President, North A

November 1, 2018 10-Q

TZOO / Travelzoo, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travel

October 25, 2018 EX-99.1

Travelzoo 590 Madison Avenue 37th Floor New York, NY 10022 Investor Relations: Lijun Qi [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 37th Floor New York, NY 10022 Investor Relations: Lijun Qi [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports Third Quarter 2018 Results NEW YORK, October 24, 2018 — Travelzoo® (NASDAQ: TZOO): • Revenue of $25.3 million, up 3% year-over-year in constant currencies • Operating profit of $714,000 • Earnings per share (EPS) of $0.01 Travelzoo, a global

October 25, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Report (Date of earliest event reported): October 24, 2018 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

October 24, 2018 8-K

Entry into a Material Definitive Agreement

UNITED STATES 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 Report (Date of earliest event reported): October 24, 2018 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

October 24, 2018 EX-10.1

CONSULTING AGREEMENT

Exhibit 10.1 CONSULTING AGREEMENT This Agreement is made as of October 24, 2018, by and between Travelzoo ("Company") with a corporate office at 800 West El Camino Real, Suite 275, Mountain View, California 94040, and Agnitio Partners LLC ("Consultant"), located at 1271 Washington Ave., #861, San Leandro, California 94577. The parties agree as follows: A. SERVICES: Subject to the terms and conditi

October 24, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES 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 Report (Date of earliest event reported): October 19, 2018 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

August 2, 2018 10-Q

TZOO / Travelzoo, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travelzoo (

August 2, 2018 EX-10.24

“Travelzoo Japan K.K.” “Sharry Sun” SERVICE AGREEMENT

Exhibit 10.24 “Travelzoo Japan K.K.” and “Sharry Sun” SERVICE AGREEMENT 1.CONTENTS Clause Subject Page No. 1 Interpretation 3 2 Appointment 5 3 Duties 5 4 Remuneration and Expenses 6 5 Other Benefits 7 6 Sick Leave Entitlement 8 7 Annual Leave Entitlement 8 8 Confidentiality 8 9 Restrictions during Employment 9 10 Termination 10 11 Restrictions after Employment 12 12 Notices 14 13 Entire Agreement

July 25, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Report (Date of earliest event reported): July 25, 2018 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

July 25, 2018 EX-99.1

Travelzoo 590 Madison Avenue 37th Floor New York, NY 10022 Investor Relations: Lijun Qi [email protected]

EX-99.1 2 ex-9916x30x20188xk.htm EXHIBIT 99.1 Exhibit 99.1 Travelzoo 590 Madison Avenue 37th Floor New York, NY 10022 Investor Relations: Lijun Qi [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports Second Quarter 2018 Results NEW YORK, July 25, 2018 — Travelzoo® (NASDAQ: TZOO): • Revenue of $28.1 million, up 6% year-over-year • Operating profit of $1.1 million • Cash flow from operations of

June 28, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES 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 Report (Date of earliest event reported): June 22, 2018 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

June 28, 2018 EX-10.22

EMPLOYMENT AGREEMENT

Exhibit 10.22 EMPLOYMENT AGREEMENT This Employment Agreement (“Employment Agreement”) is entered into as of June 22, 2018 (the "Effective Date") by and between Travelzoo, a Delaware corporation (the "Company") with principal corporate offices at 590 Madison Avenue, 37th Floor, New York, New York 10022, and Michael Peterson ("Employee"). The Company and Employee are collectively referred to herein

June 28, 2018 EX-10.23

NON-QUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.23 NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT is made this day of June 22, 2018, by and between Travelzoo, a Delaware corporation ("Company") and Michael Peterson ("Optionee"). Reference is made to the Employment Agreement (“Employment Agreement”) entered into by and between the Company and Optionee, for services commencing on June 22, 2018. WHEREAS, the Company and Optionee in

June 14, 2018 EX-10.21

1/6

Exhibit 10.21 NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT is made this day of June 7, 2018, by and between Travelzoo ("Company"), and Ciprian Morar, a consultant performing services for the Company, whose place of residence is 60 Water St., Brooklyn, NY 11201 ("Optionee"). WHEREAS, Optionee will be providing services for the Company pursuant to a consulting agreement dated June 7, 2018 (“C

June 14, 2018 8-K

Other Events

UNITED STATES 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 Report (Date of earliest event reported): June 7, 2018 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

May 17, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES 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 Report (Date of earliest event reported): May 14, 2018 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

May 17, 2018 EX-20.20

Vesting Date Percentage of Stock Options Vesting On May 14, 2019 25% On May 14, 2020 25% On May 14, 2021 25% On May 14, 2022 25%

Exhibit 10.20 NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT is made this day of 14 May 2018, by and between Travelzoo ("Company"), and Sharry Sun ("Optionee"). Reference is made to the Service Agreement (“Service Agreement”) entered into by and between the Company and Optionee, for services commencing on May 14, 2018. WHEREAS, the Company and Optionee intend that Optionee will be providing se

May 16, 2018 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES 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 Report (Date of earliest event reported): May 15, 2018 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

May 10, 2018 EX-10.2

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT This Employment Agreement is entered into as of July 23 2013 (the "Effective Date"), by and between Travelzoo Inc.

May 10, 2018 EX-10.3

Employment Contract

Anstellungsvertrag Zwischen Employment Contract Between Travelzoo (Europe) Limited Eingetragen im HRB unter der Nr.

May 10, 2018 10-Q

TZOO / Travelzoo, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travelzoo

May 1, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES 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 Report (Date of earliest event reported): April 26, 2018 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

May 1, 2018 EX-10.19

NONQUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.19 NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT is made this day of 26 April 2018, by and between Travelzoo ("Company"), and Rachel Barnett ("Optionee"). Reference is made to the Employment Agreement (“Employment Agreement”) entered into by and between the Company and Optionee, dated July 30, 2013, and as amended on May 22, 2017. WHEREAS, the Company desires to grant to Optionee t

April 25, 2018 EX-99.1

Travelzoo 590 Madison Avenue 37th Floor New York, NY 10022 Investor Relations: Lijun Qi [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 37th Floor New York, NY 10022 Investor Relations: Lijun Qi [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports First Quarter 2018 Results NEW YORK, April 25, 2018 — Travelzoo® (NASDAQ: TZOO): • Revenue of $30.9 million, up 9% year-over-year • Operating profit of $3.7 million • Earnings per share (EPS) of $0.20 • Cash flow from operations of $179,000 T

April 25, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Report (Date of earliest event reported): April 25, 2018 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

March 27, 2018 DEF 14A

TZOO / Travelzoo, Inc. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary proxy statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ý Defin

March 16, 2018 EX-21.1

SUBSIDIARIES OF TRAVELZOO INC. Subsidiaries Jurisdiction Beijing Travelzoo Travel Information Technology Limited China Travelzoo (Asia Pacific) Limited Hong Kong Travelzoo (Australia) Pty Limited Australia Travelzoo (Canada) Inc. Canada Travelzoo (Ch

EXHIBIT 21.1 SUBSIDIARIES OF TRAVELZOO INC. Subsidiaries Jurisdiction Beijing Travelzoo Travel Information Technology Limited China Travelzoo (Asia Pacific) Limited Hong Kong Travelzoo (Australia) Pty Limited Australia Travelzoo (Canada) Inc. Canada Travelzoo (China) Limited Hong Kong Travelzoo (Europe) Limited United Kingdom Travelzoo (Hong Kong) Limited Hong Kong Travelzoo (Singapore) Pty Limite

March 16, 2018 10-K

TZOO / Travelzoo, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 Travelzoo (Exac

March 6, 2018 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES 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 Report (Date of earliest event reported): March 5, 2018 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

March 6, 2018 EX-99.1

Travelzoo 590 Madison Avenue 37th Floor New York, NY 10022 Investor Relations: Lijun Qi [email protected]

Travelzoo 590 Madison Avenue 37th Floor New York, NY 10022 Investor Relations: Lijun Qi ir@travelzoo.

February 14, 2018 SC 13G/A

TZOO / Travelzoo, Inc. / Osmium Partners, LLC - SC 13G/A Passive Investment

Osmium Partners, LLC - Schedule 13G/A - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* TRAVELZOO INC. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 89421Q205 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Stateme

February 8, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES 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 Report (Date of earliest event reported): February 8, 2018 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

February 8, 2018 EX-99.1

Travelzoo 590 Madison Avenue 37th Floor New York, NY 10022 Investor Relations: Lijun Qi [email protected]

Exhibit Exhibit 99.1 Travelzoo 590 Madison Avenue 37th Floor New York, NY 10022 Investor Relations: Lijun Qi [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports Fourth Quarter 2017 Results NEW YORK, February 8, 2018 —Travelzoo® (NASDAQ: TZOO): • Revenue of $27.0 million, up 1% year-over-year • Operating profit of $1.1 million • Earnings per share of $0.05 • Cash flow from operations of $4.0 m

November 3, 2017 EX-10.3

NON-QUALIFIED STOCK OPTION AGREEMENT

Exhibit Exhibit 10.3 NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT is made on October 30, 2017, by and between Travelzoo ("Company"), and Holger Bartel ("Optionee"). Reference is made to the Employment Agreement (Employment Agreement) entered into by and between the Company and Optionee, dated September 28, 2015, and as subsequently amended. WHEREAS, the Company desires to grant to Optionee

November 3, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Document UNITED STATES 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 Report (Date of earliest event reported): October 30, 2017 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

November 2, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Document UNITED STATES 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 Report (Date of earliest event reported): November 1, 2017 (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

November 2, 2017 EX-10.2

MUTUAL SEPARATION AGREEMENT

EX-10.2 2 mutualseparationagreement.htm EXHIBIT 10.2 MUTUAL SEPARATION AGREEMENT This Mutual Separation Agreement (the “Agreement”) is made by and between the two parties below: Employer: Travelzoo (Shanghai) Media Co., Ltd. (the “Company”) Employee: Vivian Hong (the “Employee”) ID No.: 310103197309093225 Whereas: (1) The Employee has an employment relationship and Employment Contracts (the “Emplo

November 2, 2017 10-Q

TZOO / Travelzoo, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 (Exact

October 26, 2017 EX-99.1

Travelzoo 590 Madison Avenue 37th Floor New York, NY 10022 Investor Relations: Lijun Qi [email protected]

Exhibit Exhibit 99.1 Travelzoo 590 Madison Avenue 37th Floor New York, NY 10022 Investor Relations: Lijun Qi [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports Third Quarter 2017 Results NEW YORK, October 26, 2017 ?Travelzoo? (NASDAQ: TZOO): ? Revenue of $24.7 million, down 9% year-over-year in constant currencies ? Operating profit of $18,000 ? Earnings (loss) per share of $(0.05) ? Cash fl

October 26, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES 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 Report (Date of earliest event reported): October 26, 2017 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

August 3, 2017 10-Q

TZOO / Travelzoo, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-50171 (Exact name

July 27, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES 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 Report (Date of earliest event reported): July 27, 2017 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

July 27, 2017 EX-99.1

Travelzoo 590 Madison Avenue 37th Floor New York, NY 10022 Investor Relations: Lijun Qi [email protected]

Exhibit 99.1 Travelzoo 590 Madison Avenue 37th Floor New York, NY 10022 Investor Relations: Lijun Qi [email protected] FOR IMMEDIATE RELEASE Travelzoo Reports Second Quarter 2017 Results NEW YORK, July 27, 2017 ?Travelzoo? (NASDAQ: TZOO): ? Revenue of $26.4 million, down 8% year-over-year in constant currencies ? Operating profit of $1.4 million ? Earnings per share (EPS) from continuing operations

July 25, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Document UNITED STATES 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 Report (Date of earliest event reported): July 20, 2017 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

June 6, 2017 CORRESP

Travelzoo ESP

Document Mr. Glen Ceremony Chief Financial Officer Travelzoo 800 West El Camino Real, Suite 275 Mountain View, CA 94040 June 6, 2017 Ms. Cecilia Blye Chief, Office of Global Security Risk United States Securities and Exchange Commission 100 F Street N.E., Mail Stop 4628 Washington, D.C. 20549 Re: Travelzoo Form 10-K for the Fiscal Year Ended December 31, 2016 Filed March 15, 2017 File No. 0-50171

May 27, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Document UNITED STATES 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 Report (Date of earliest event reported): May 22, 2017 Travelzoo (Exact name of registrant as specified in its charter) Delaware 000-50171 36-4415727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

May 24, 2017 EX-24

POWER OF ATTORNEY I, CARRIE LIQUN LIU, hereby appoint GLEN CEREMONY as my lawful attorney-in-fact to execute on my behalf, in my capacity as a director of Travelzoo (1) a Form ID Application to obtain access codes for the Electronic Data Gathering, A

powerofattorney-carrieli POWER OF ATTORNEY I, CARRIE LIQUN LIU, hereby appoint GLEN CEREMONY as my lawful attorney-in-fact to execute on my behalf, in my capacity as a director of Travelzoo (1) a Form ID Application to obtain access codes for the Electronic Data Gathering, Analysis and Retrieval system of the U.

May 23, 2017 8-K

Submission of Matters to a Vote of Security Holders

Document 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): May 22, 2017 Travelzoo - (Exact Name of Registrant as Specified in its Charter) Delaware - (State or Other Jurisdiction of Incorporation) 000-50171 - (Commission File Number)

May 10, 2017 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

Document UNITED STATES 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 Report (Date of earliest event reported): May 8, 2017 Travelzoo Inc.

May 10, 2017 EX-3.4

CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION TRAVELZOO INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware

Exhibit Exhibit 3.4 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF TRAVELZOO INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Travelzoo Inc. (the ? Corporation ?), a corporation duly organized and validly existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows: FIRST : Article FIRST of the

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