Current Report Filing (8-k)
29 July 2022 - 06:32AM
Edgar (US Regulatory)
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2022-07-22 0001833908 us-gaap:WarrantMember 2022-07-22 2022-07-22
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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): |
July 22, 2022 |
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 |
|
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
5.02 |
Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. |
On July 22, 2022, the Board
of Directors (the “Board”) of Alfi, Inc. (the “Company”) appointed
James Lee, the current Chairman of the Board, to serve as the
Company’s Interim Chief Executive Officer effective as of such
date. As Interim Chief Executive Officer, Mr. Lee will serve as the
Company’s principal executive officer. The Board, upon
recommendation of its Compensation Committee, has determined that
Mr. Lee will not receive any compensation from the Company for his
service as the Company’s Interim Chief Executive Officer. Mr. Lee
replaces Peter Bordes as the Company’s Interim Chief Executive
Officer, effective July 22, 2022. Mr. Bordes continues to serve as
a director of the Company.
Mr. Lee, age 63, has served
as Chairman of the Board since October 22, 2021 and a director of
the Company since July 2018. Mr. Lee has been the founder,
President and Chief Executive Officer of Lee Aerospace, Inc., a
transparency manufacturer for the aerospace industry, since 1987.
Additional biographical and other information concerning Mr. Lee,
including information reportable under Item 404(a) of Regulation
S-K, can be found in: (i) the Company’s Annual Report on Form 10-K,
filed with the Securities and Exchange Commission (the “SEC”) on
May 16, 2022, under (a) Part II, Item 5 “Market for Registrant’s
Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities – Recent Sales of Unregistered Securities” and “
– Use of Proceeds From Registered Securities”, (b) Part III, Item
10 “Directors, Executive Officers and Corporate Governance –
Information About Executive Officers and Directors – James Lee”,
and (c) Part III, Item 13 “Certain Relationships and Related
Transactions, and Director Independence – Related Party
Transactions”; (ii) the Company’s Current Report on Form 8-K, filed
with the SEC on April 18, 2022; and (iii) the Company’s Current
Report on Form 8-K, filed with the SEC on July 1, 2022. All such
information is incorporated into this Item 5.02 by
reference.
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.
|
ALFI,
INC. |
|
|
|
By: |
/s/
Louis Almerini |
|
|
Louis
Almerini |
|
|
Interim
Chief Financial Officer |
Date: July 28, 2022
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