Current Report Filing (8-k)
31 January 2023 - 08:20AM
Edgar (US Regulatory)
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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): January 30,
2023
AURORA INNOVATION, INC.
(Exact
name of registrant as specified in its charter)
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Delaware |
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001-40216 |
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98-1562265 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer
Identification Number) |
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1654 Smallman St, Pittsburgh, PA
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15222 |
(Address of principal executive offices) |
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(Zip Code) |
(888) 583-9506
(Registrant’s telephone number, including area code)
N/A
(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:
☐
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))
Securities registered pursuant to Section 12(b) of the
Act:
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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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Class A common stock, par value $0.00001 per share |
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AUR |
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The Nasdaq Stock Market LLC |
Redeemable warrants, each whole warrant exercisable for one share
of Class A common stock at an exercise price of $11.50 |
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AUROW |
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The 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§
240.12b-2).
Emerging growth company
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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 January 30, 2023, Aurora Innovation, Inc. (the “Company”)
announced that Ossa F. Fisher has been appointed as President of
the Company, effective as of her start date, which is expected to
be February 13, 2023. Before joining the Company, Ms. Fisher, age
45, served as the President and Chief Operating Officer of
Istation, Inc., an e-learning platform, from 2019 to 2022, and
previously served as Istation’s Chief Operating Officer from 2017
to 2018 and Chief Marketing Officer from 2015 to 2017. Prior to
joining Istation, Ms. Fisher was the Senior Vice President of
Strategy and Analytics at global dating leader, Match.com, where
she served since May 2013. Ms. Fisher has a broad range of
expertise in technology and media, including more than ten years in
the Technology, Media and Telecom practices of both Bain &
Company, where she was employed from 2004 to 2013, and Goldman,
Sachs & Co., from 1999 to 2002. Ms. Fisher holds a B.A. in
Economics from Yale University, an M.A. in Education from Stanford
University and an MBA from Stanford Graduate School of Business.
Ms. Fisher’s expertise in growth strategy and scaling business
operations will play a pivotal role as the Company advances towards
commercial launch.
On December 29, 2022, the Company and Ms. Fisher entered into an
employment letter agreement (the “Employment Agreement”). Pursuant
to the terms of the Employment Agreement, Ms. Fisher will be
entitled to an initial annual base salary of $500,000 and an annual
target bonus of 40% of annual base salary. Ms. Fisher will also
receive a one-time award of 2,000,000 restricted stock units and
2,000,000 stock options, each to vest over a four-year period and
subject to a 1-year cliff.
There is no arrangement or understanding between Ms. Fisher and any
other person pursuant to which she was selected as President. In
addition, there are no familial relationships between Ms. Fisher
and any director or executive officer of the Company and Ms. Fisher
is not a party to any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K. Effective upon her appointment as
President of the Company, Ms. Fisher will be designated as an
“officer” as such term is used within the meaning of Section 16 of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Ms. Fisher will execute the Company’s standard form of
indemnification agreement prior to the date she commences
employment with the Company, a copy of which has been filed as
Exhibit 10.14 to the Company’s Registration Statement on Form S-1
(File No. 333- 260835), filed with the SEC on November 5,
2021.
The foregoing description of the terms of the Employment Agreement
does not purport to be complete and is qualified in its entirety by
the full text of the Employment Agreement, a copy of which is
attached to this Current Report on Form 8-K as Exhibit 10.1 and
incorporated herein by reference.
In connection with Ms. Fisher’s appointment, Chris Urmson will be
stepping down as President, effective as of Ms. Fisher’s start
date, but will remain as the Chief Executive Officer of the Company
and an officer for purposes of Section 16 of the Exchange Act. The
decision was not the result of any dispute or disagreement with the
Company, the Company’s management or the Company’s Board of
Directors (the “Board”) on any matter relating to the operations,
policies or practices of the Company.
A copy of the press release announcing the appointment of Ms.
Fisher as President of the Company is attached hereto as Exhibit
99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX
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Exhibit
No. |
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Description |
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10.1 |
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99.1 |
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104 |
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Cover Page Interactive Data File. |
SIGNATURE
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.
Dated: January 30, 2023
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AURORA INNOVATION, INC.
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By: |
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/s/ Richard Tame |
Name: |
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Richard Tame |
Title: |
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Chief Financial Officer |
Aurora Innovations (NASDAQ:AUR)
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