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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest
event reported): |
August 12, 2021 |
Alfi, Inc. |
(Exact Name of Registrant as
Specified in Charter) |
Delaware |
001-40294 |
30-1107078 |
(State or Other Jurisdiction of
Incorporation) |
(Commission File Number) |
(IRS Employer Identification
No.) |
429 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 (see General
Instruction A.2. below):
|
¨ |
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425) |
|
¨ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
¨ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common stock, par value $0.0001 per share |
ALF |
Nasdaq Capital Market |
Warrants, each whole warrant exercisable for one share of Common
stock at an exercise price of $4.57 |
ALFIW |
Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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 4.01 |
Changes in Registrant’s Certifying Accountant. |
Friedman LLP
On October 29, 2021, Alfi, Inc. (the “Company”) was notified by
email by Friedman LLP (“Friedman”) that the firm resigned as the
Company’s independent registered public accounting firm. As
discussed below, the Company engaged Friedman on October 18, 2021
and, accordingly, Friedman has not issued any report on the
Company’s financial statements.
The Company is in the process of determining the disclosures that
are required by Item 4.01 of Form 8-K in connection with such
resignation, including with respect to: (i) “disagreements” (as
such term is defined in Item 304(a)(1)(iv) of Regulation S-K)
between the Company and Friedman on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedures; and (ii) “reportable events” (as such
term is defined in Item 304(a)(1)(v) of Regulation S-K). Since
Friedman’s resignation, the Company has not been able to discuss
such matters with Friedman but intends on doing so. The Company
intends to file an amendment to this Current Report on Form 8-K
(this “Current Report”) to provide the disclosures required by Item
4.01 of Form 8-K in connection with Friedman’s resignation.
On October 18, 2021, the Company engaged Friedman to serve as its
independent registered public accounting firm to audit the
consolidated balance sheet of the Company as of December 31, 2021,
and the related consolidated statements of operations,
comprehensive income, stockholders’ equity, cash flows and related
notes for the year then ended. The decision to engage Friedman as
the Company’s independent registered public accounting firm was
approved by the Audit Committee (the “Audit Committee”) of the
Company’s Board of Directors (the “Board”). During the two most
recent fiscal years ended December 31, 2020 and 2019, and during
the subsequent interim period from January 1, 2021 through the date
of Friedman’s engagement, to the knowledge of the Company’s current
management and the current members of the Audit Committee, neither
the Company nor anyone on its behalf consulted Friedman regarding
either: (i) the application of accounting principles to a specified
transaction (either completed or proposed), or the type of audit
opinion that might be rendered on the Company’s financial
statements, and neither a written report nor oral advice was
provided to the Company that Friedman concluded was an important
factor considered by the Company in reaching a decision as to any
accounting, auditing or financial reporting issue; or (ii) any
matter that was either the subject of a “disagreement” (as such
term is defined in Item 304(a)(1)(iv) of Regulation S-K) or a
“reportable event” (as such term is defined in Item 304 (a)(1)(v)
of Regulation S-K).
The Company will provide Friedman with a copy of the disclosure it
is making herein in response to Item 304(a) of Regulation S-K and
request that Friedman furnish the Company with a copy of its letter
addressed to the Securities and Exchange Commission (the “SEC”),
pursuant to Item 304(a)(3) of Regulation S-K, stating whether
Friedman agrees with the statements made by the Company in response
to Item 304(a) of Regulation S-K and, if not, stating the respects
in which it does not agree. The Company will file an amendment to
this Current Report within two business days of receipt of the
letter from Friedman.
Slack & Company CPAs, LLC
Prior to Friedman, Slack & Company CPAs, LLC (“Slack”)
served as the Company’s independent registered public accounting
firm and audited the Company’s consolidated balance sheets as of
December 31, 2020 and 2019, and the related consolidated statements
of operations, changes in stockholders’ equity and cash flows for
the two years then ended, and the related notes. In August 2021,
Slack notified the Company that it was resigning as the Company’s
independent registered public accounting firm after Slack completed
the work necessary for the Company to file its Quarterly Report on
Form 10-Q for quarter ended June 30, 2021, due to the Slack firm
closing its business.
Slack’s report on the Company’s consolidated financial statements
as of December 31, 2020 and 2019, did not contain an adverse
opinion or a disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles,
except that such report contained an explanatory paragraph that
stated that the Company had a loss from operations and an
accumulated deficit and intends to fund operations through future
financing, of which no assurance can be given that the Company will
be successful in raising such capital, and which factors raised
substantial doubt about the Company’s ability to continue as a
going concern.
During the two most recent fiscal years ended December 31, 2020 and
2019 and the subsequent interim period from January 1, 2021 through
the date of Slack’s resignation: (i) there were no “disagreements”
(as such term is defined in Item 304(a)(1)(iv) of Regulation S-K)
with Slack on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreements if not resolved to the satisfaction of Slack,
would have caused Slack to make reference to the subject matter of
the disagreements in connection with its report on the consolidated
financial statements for such years; and (ii) there have been no
“reportable events” (as such term is defined in Item 304(a)(1)(v)
of Regulation S-K).
The Company provided Slack with a copy of the disclosure it is
making herein in response to Item 304(a) of Regulation S-K and
requested that Slack furnish the Company with a copy of its letter
addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K,
stating whether Slack agrees with the statements made by the
Company in response to Item 304(a) of Regulation S-K and, if not,
stating the respects in which it does not agree. As the Slack firm
has closed, the Company does not expect to receive such letter from
Slack.
|
Item
5.02 |
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. |
|
(a) |
Resignation of a Director |
On October 27, 2021, the Board received by email a letter from
Richard Mowser, a director of the Company (the “Resignation
Letter”), pursuant to which Mr. Mowser resigned as a member of the
Board effective immediately. Prior to such resignation, Mr. Mowser
served as the Chair of the Board’s Audit Committee and as a member
of the Board’s Compensation Committee and Nominating and Corporate
Governance Committee (the “Nominating Committee”).
In the Resignation Letter, Mr. Mowser made statements regarding his
disagreements with the Company relating to its operations, policies
and practices, indicating that he tendered his resignation based on
the actions taken by the Board at its meeting held on October 22,
2021. As previously disclosed on the Company’s Current Report on
Form 8-K filed with the SEC on October 28, 2021 (the “Prior Form
8-K”), the Board placed each of Paul Pereira, the Company’s
President and Chief Executive Officer, Dennis McIntosh, the
Company’s Chief Financial Officer and Treasurer, and Charles
Pereira, the Company’s Chief Technology Officer, on paid
administrative leave and authorized an independent internal
investigation regarding certain corporate transactions and other
matters.
Mr. Mowser states in the Resignation Letter, among other things,
that “The decision to replace the CEO/Founder, the CFO and the CTO
in my opinion was personal and calculated and driven by certain
directors/shareholders to take control of the company without any
regard for due process.” In the Resignation Letter, Mr. Mowser
disagrees with the actions taken by the Board at its October 22,
2021 meeting, the reasons and motivations therefor, and the process
by which such actions were taken and with the selection process
for, and qualifications of, the individuals to replace such
officers.
The majority of directors on the Board disagree with the assertions
and conclusions made by Mr. Mowser in the Resignation Letter and
take particular exception to his characterizations of reasons and
motivations of the directors who voted in favor of such
actions.
A copy of the Resignation Letter is attached as Exhibit 17.1 to
this Current Report, and is incorporated herein by this reference.
All descriptions of the contents of the Resignation Letter in this
Current Report are qualified in their entirety by references to the
full text of the Registration Letter.
The Company will provide Mr. Mowser a copy of the disclosures it is
making in this Item 5.02 no later than the day the Company files
the disclosures with the SEC. The Company will provide Mr. Mowser
with the opportunity to furnish the Company, as promptly as
possible, with a letter addressed to the Company stating whether
Mr. Mowser agrees with the statements made by the Company in this
Item 5.02 and, if not, stating the respects in which he does not
agree. The Company will file any letter provided by Mr. Mowser in
relation thereto by amendment to this Current Report within two
business days after receipt by the Company.
(d) Election of Directors
On November 1, 2021, the Board, upon recommendation of the
Nominating Committee, appointed each of Patrick Dolan and Allen
Capsuto to serve as a director of the Company. Mr. Capsuto was also
appointed by the Board, upon recommendation of the Nominating
Committee, to serve as the Chairman of the Audit Committee.
Mr. Dolan,
age 59, is the former President and COO of the Interactive
Advertising Bureau (“IAB”), an advertising business organization that
develops industry standards, conducts research and provides legal
support for the online advertising industry. Mr. Dolan was
with IAB for 13 years, from 2007 through January 2021. During this
time, he founded its Data Council and Data Center of Excellence,
co-founded its Video and Mobile Centers of Excellence and was a
founding executive board member of the IAB Tech Lab. He helped
expand the Digital Content NewFronts and establish the IAB Podcast
Upfront’s and IAB’s Digital Sales Certification Program. Currently,
Mr. Dolan is providing advising and consulting services. Mr. Dolan
received his BA in economics from the University of Virginia and
his MBA from Virginia Commonwealth University.
Mr.
Capsuto, age 69, has served as a Managing Director of Everest Group
International, LLC, which provides stakeholder services in the areas of
Professional Advisory, Mergers and Acquisitions, since 2015.
He is also the founder and principal of Capsuto Consulting LLC,
which provides consulting services for high net worth individuals.
From 2002 to 2007, Mr. Capsuto served as Executive Vice President
and CFO of Magnatrax Corporation, a provider of custom-engineered
metal building systems for the North American nonresidential
construction market. He has served on the Board of Directors of
QualServ Corporation (Chairman), Champion Homes (Audit Chair), CCLM
Holdings (Chairman), Euramax (Compensation Committee), Magnatrx
China JV-steel company, EquipMD (Chairman) and as the sole Trustee
of the Magnatrax Shareholders Liquidity Trust. Mr. Capsuto received
his BS in Computer Science and Math from the University of Illinois
– Chicago and his MBA from Roosevelt University.
The Company has not yet made any determinations regarding the
compensation Messrs. Dolan and Capsuto may receive for their
service as directors. There are no arrangements or understandings
between either Mr. Dolan or Mr. Capsuto and any other person
pursuant to which either of them was elected as a director of the
Company. There are no family relationships between either Mr. Dolan
or Mr. Capsuto and any director or executive officer of the
Company, and neither Mr. Dolan nor Mr. Capsuto has any direct or
indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
|
Item 8.01 |
Other Information. |
As previously reported on the Prior Form 8-K, on October 22, 2021,
the Board placed each of Messrs. P. Pereira, McIntosh and C.
Pereira on paid administrative leave and authorized an independent
internal investigation regarding certain corporate transactions and
other matters. The Company wishes to disclose additional
information regarding the foregoing matters.
The corporate transactions that precipitated the Board’s actions to
place the executives on paid administrative leave and to authorize
the independent internal investigation included: (i) the Company’s
purchase of a condominium for a purchase price of approximately
$1.1 million and the related erroneously certified corporate
resolution regarding the unanimous approval by the Board and the
Company’s stockholders of such purchase, and (ii) the Company’s
commitment to sponsor a sports tournament in the amount of
$640,000, a portion of which was payable through the issuance by
the Company of unregistered shares of the Company’s common stock,
and as to which the Company would be obligated to pay additional
cash amounts if the net proceeds received by the recipient upon the
sale of such shares are less than an amount specified in the
contract and for which the Company would be given a credit toward
sponsorship or attendance at events in the future if the net
proceeds received by the recipient upon the sale of such shares
exceed an amount specified in the contract. (The Company’s entry
into the contract for the purchase of the condominium was disclosed
in the Company’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2021.) These transactions were undertaken by the
Company’s management without sufficient and appropriate
consultation with or approval by the Board. The independent
internal investigation is expected to investigate the details of
the above-noted transactions and any other matters that come to the
Board’s attention regarding actions taken by the executives in
their management of the Company. One of the goals of the
independent internal investigation is to help the Company in
developing improved corporate governance policies and procedures to
ensure that the Board is provided the opportunity to consider and
provide appropriate input to the Company’s management on
significant corporate transactions. If, during the course of the
independent internal investigation, the Board uncovers any
wrongdoing, it will take appropriate action with respect to the
person or persons responsible therefor.
|
Item 9.01 |
Financial Statements and
Exhibits |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned, hereunto duly
authorized.
|
By: |
/s/ Peter
Bordes |
|
|
Peter Bordes |
|
|
Interim Chief Executive
Officer |
Date: November 1, 2021
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