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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): March 3, 2022
AppHarvest, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3928882-5042965
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
500 Appalachian Way
Morehead, KY
40351
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (606) 653-6100
(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 obligations of the registrant under any of the following provisions:
☐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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par value per shareAPPHThe Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per shareAPPHWThe Nasdaq Stock Market LLC
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
☐
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.

Resignation of Jeffrey W. Ubben as Director

On March 3, 2022, Jeffrey W. Ubben notified the Board of Directors (the “Board”) of AppHarvest, Inc. (the “Company”) of his resignation from the Board and all committees thereof effective immediately. Mr. Ubben’s decision to leave the Board was not the result of any disagreement between the Company and Mr. Ubben on any matter relating to the Company’s operations, policies, or practices.

Appointment of Patrick Halfmann as Director

On March 7, 2022, the Board appointed Patrick Halfmann to serve as a director of the Company, effective as of March 7, 2022. The Board also appointed Mr. Halfmann to serve as a member of the Audit Committee and Sustainability Committee of the Board.

There is no arrangement or understanding between Mr. Halfmann and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between Mr. Halfmann and any of the Company’s other directors or executive officers. The Company is not aware of any transaction involving Mr. Halfmann requiring disclosure under Item 404(a) of Regulation S-K.

Patrick Halfmann, age 29, is a Partner at Inclusive Capital Partners, a position he has held since July 2021. Mr. Halfmann has served as a director of Noodle Partners, Inc. since April 2020 and GreenStruxure NA, LLC since August 2020. From July 2019 to July 2020, Mr. Halfmann was an Associate at ValueAct Capital. From June 2015 to June 2019, Mr. Halfmann worked at Morgan Stanley, where he held roles in investment banking, and equity and fixed income research. Mr. Halfmann graduated summa cum laude from the University of Vermont with a B.S. in Business Administration and is a CFA charterholder.

Mr. Halfmann will be entitled to receive a $75,000 annual retainer for service as director. At each annual stockholder meeting following which his respective term as a director continues, Mr. Halfmann will be entitled to receive a restricted stock unit award having a value of $100,000 which will vest in full on the date of the following year’s annual meeting of the Company’s stockholders (or the date the date immediately preceding the date of the following year’s annual meeting if his service as a director ends at such meeting as a result of his failure to be re-elected or not standing for re-election), subject to continuous service as of such date and subject further to acceleration of vesting upon a change in control. Mr. Halfmann has also entered into the Company’s standard form of indemnification agreement.

Item 7.01 Regulation FD Disclosure.

On March 7, 2022, the Company issued a press release (the “Press Release”) announcing the appointment of Mr. Halfmann to the Board. A copy of the Press Release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information in this Item 7.01 of the Form 8-K, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 8.01 Other Events

On March 7, 2022, the Company announced that the 15-acre Berea, Kentucky, salad greens facility is approximately 79% complete, the 60-acre Richmond, Kentucky, tomato facility is approximately 68% complete, and the 30-acre Somerset, Kentucky, berry facility is approximately 55% complete.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AppHarvest, Inc.
Dated: March 7, 2022
By:/s/ Loren Eggleton
Loren Eggleton
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

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