Current Report Filing (8-k)
24 June 2021 - 4:11AM
Edgar (US Regulatory)
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):
June 23, 2021
Alfi,
Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-40294
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30-1107078
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(Commission File Number)
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(IRS Employer Identification No.)
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428 Lenox Avenue, Suite 547
Miami Beach, Florida 33139
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code (305) 395-4520
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common stock, par value $0.0001 per share
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ALF
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Nasdaq Capital Market
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Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $4.57
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ALFIW
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Nasdaq Capital Market
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item
8.01. Other Events.
On June 23, 2021, the Board of Directors (the
“Board”) of Alfi, Inc. (the “Company”) authorized and approved a share repurchase program for up to $2 million
of the currently outstanding shares of the Company’s common stock, par value $0.0001 (“Common Stock”). The timing, price
and volume of repurchases will be based on market conditions, relevant securities laws and other factors. The repurchases may be made
from time to time, through solicited or unsolicited transactions in the open market, in privately negotiated transactions or pursuant
to a share repurchase trading plan. The Company’s stock repurchase program may be discontinued or amended at any time.
In connection with the Company’s previously
announced initial public offering, the Company sold 4,291,045 warrants to purchase 4,291,045 shares of Common Stock at an exercise price
of $4.57 with an exercise period of five years. As of June 22, 2021, 1,896,855 warrants have been exercised, resulting in proceeds to
the Company of $8,668,627 having a dilutive effect on the Company’s Common Stock. The Board approved the share repurchase program
to offset the dilutive effect of the shares issued upon exercise of the warrants.
The Company issued a press releases announcing
these matters which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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ALFI, INC.
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Date: June 23, 2021
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By:
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/s/ Paul Pereira
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Paul Pereira
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Chief Executive Officer
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