Current Report Filing (8-k)
26 October 2022 - 7:06AM
Edgar (US Regulatory)
210 Barton Springs RoadSuiteAustinTexas0001839341FALSECore Scientific, Inc./tx00018393412022-10-192022-10-190001839341us-gaap:CommonStockMember2022-10-192022-10-190001839341us-gaap:WarrantMember2022-10-192022-10-19
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): October 19, 2022
Core Scientific, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-40046 | | 86-1243837 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | | | | | |
210 Barton Springs Road, Suite 300 Austin, Texas | | 78704 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (512) 402-5233
(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 class | | Trading
Symbol(s) | | Name of each exchange
on which registered |
| Common stock, par value $0.0001 per share | | CORZ | | The Nasdaq Global Select Market |
| Warrants, exercisable for shares of common stock | | CORZW | | The Nasdaq Global Select 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 ☒
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 October 19, 2022, the Company eliminated the position held by Brian Neville, the Company’s Controller and Chief Accounting Officer. Denise Sterling, the Company’s Executive Vice President and Chief Financial Officer, will serve as principal accounting officer, effective immediately, in addition to her existing responsibilities.
Mr. Neville’s departure is not the result of any disagreement between Mr. Neville and the Company with respect to any matter relating to the Company’s operations, policies or practices.
Ms. Sterling has served as the Company’s Chief Financial Officer since April 4, 2022, and prior to that she served as the Company’s Senior Vice President of Finance from May 2021.
The selection of Ms. Sterling to serve as principal accounting officer was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Ms. Sterling and any director or executive officer of the Company, and Ms. Sterling has no direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits
| | | | | | | | |
| | | |
Exhibit
No. | | Description |
| | |
| 104 | | Cover 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.
| | | | | | | | |
| Core Scientific, Inc. |
| | |
Dated: October 25, 2022 | | |
| | |
| By: | /s/ Todd M. DuChene |
| Name: | Todd M. DuChene |
| Title: | Executive Vice President, General Counsel, Chief Compliance Officer and Secretary |
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