UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
Date
of Report: October 24, 2023
Commission File Number: 001-40553
D-MARKET Elektronik Hizmetler ve Ticaret Anonim
Şirketi
(Exact Name of registrant as specified in its charter)
D-MARKET
Electronic Services & Trading
(Translation of Registrant‘s Name into English)
Kuştepe Mahallesi Mecidiyeköy Yolu
Cadde no: 12 Kule 2 K2
Istanbul, Türkiye
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F ¨
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, thereunto duly authorized.
| |
D-MARKET ELECTRONIC SERVICES & TRADING |
| |
|
| October 24, 2023 |
By: |
/s/ NİLHAN GÖKÇETEKİN |
| |
Name: |
Nilhan Gökçetekin |
| |
Title: |
Chief Executive Officer |
| |
By: |
/s/ H. KORHAN ÖZ |
| |
Name: |
H. Korhan Öz |
| |
Title: |
Chief Financial Officer |
EXHIBITS
Exhibit 99.1
Hepsiburada Announces
Finalization of Class Actions and Changes
to the Executive Management Team
ISTANBUL, October 24, 2023 – D-MARKET
Electronic Services & Trading (d/b/a “Hepsiburada”) (NASDAQ: HEPS), a leading Turkish e-commerce platform (referred
to herein as “Hepsiburada” or the “Company”), today announced the finalization of the class actions and changes
to its executive management team.
Class Actions Finalized
As disclosed previously, the Company was a defendant
in dual-track class action lawsuits, namely, (i) the action filed on September 28, 2021, with the lead plaintiff IWA-Forest
Industry Pension Plan, before the
United States District Court, Southern District
of New York (“Federal Court”) under the case no: 1:21-cv-08634-PKC (“Federal Action”); and (ii) the action
filed on October 21, 2021, before the State Court under the case no. 655701/2021 (“State Action”). The Company had reached
a settlement with the Plaintiffs of both the Federal Action and the State Action (“Settlement”), subject to an approval and/or
entry of judgment of the respective courts regarding the stipulation of the Settlement. The Federal Action was finally concluded on August 1,
2023 with the order and final judgment of the Federal Court approving the settlement. The Company announces that on September 22,
2023 the State Action is dismissed by the State Court with prejudice and the appeal period regarding the State Action has now expired.
As a result, both the Federal Action and the State Action have been finally resolved without admission of any wrongdoing.
Changes to the Executive Management Team
Company’s former Chief Commercial Officer
(“CCO”), Mr. Murat Büyümez, who had taken a leave of absence, has decided to step down from his position effective
October 20, 2023. Mr. Ender Özgün will continue to serve under the title of the CCO. The marketing department previously
reporting to the CCO is reorganized to report to the Chief Executive Officer.
Forward-Looking
Statements
This press release includes forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934,
as amended and the Safe Harbor provisions of the US Private Securities Litigation Reform Act of 1995, and encompasses all statements,
other than statements of historical fact contained in this press release, and include but are not limited to statements regarding Hepsiburada’s
management changes. These forward-looking statements can be identified by terminology such as “may,” “could,”
“will,” “expects,” “anticipates,” “aims,” “future,” “intends,”
“plans,” “believes,” “estimates,” “targets,” “likely to” and similar statements.
These forward-looking statements are based on
management’s current expectations. However, it is not possible for our management to predict all risks, nor can we assess the impact
of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements we may make. These statements are neither promises nor guarantees but involve known
and unknown risks, uncertainties and other important factors and circumstances that may cause Hepsiburada’s actual results, performance
or achievements to be materially different from its expectations expressed or implied by the forward-looking statements, including conditions
in the U.S. capital markets, negative global economic conditions, potential negative developments resulting from epidemics or natural
disasters, other negative developments in Hepsiburada’s business or unfavorable legislative or regulatory developments. We caution
you therefore against relying on these forward-looking statements, and we qualify all of our forward-looking statements by these cautionary
statements. For a discussion of additional factors that may affect the outcome of such forward-looking statements, see our 2022 annual
report filed with the SEC on Form 20-F on May 1, 2023 (Commission File Number: 001-40553), and in particular the “Risk
Factors” section, as well as the other documents filed with or furnished to the SEC by Hepsiburada from time to time. Copies of
these filings are available online from the SEC at www.sec.gov, or on the SEC Filings section of our Investor Relations website at https://investors.hepsiburada.com.
These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements
made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release.
These forward-looking statements should not be relied upon as representing Hepsiburada’s views as of any date subsequent to the
date of this press release. All forward-looking statements in this press release are based on information currently available to Hepsiburada,
and Hepsiburada and its authorized representatives assume no obligation to update these forward-looking statements in light of new information
or future events. Accordingly, undue reliance should not be placed upon the forward-looking statements.
About Hepsiburada
Hepsiburada is a leading e-commerce technology
platform in Türkiye, connecting over 59 million members with approximately 195 million stock keeping units across over 30 product
categories. Hepsiburada provides goods and services through its hybrid model combining first-party direct sales (1P model) and a third-party
marketplace (3P model) with 101,300 merchants.
With its vision of leading the digitalization
of commerce, Hepsiburada acts as a reliable, innovative and purpose-led companion in consumers’ daily lives. Hepsiburada’s
e-commerce platform provides a broad ecosystem of capabilities for merchants and consumers including: last-mile delivery and fulfilment
services, advertising services, on-demand grocery delivery services, and payment solutions offered through Hepsipay, Hepsiburada’s
payment companion and BNPL solutions provider. HepsiGlobal offers a selection from international merchants through its inbound arm while
outbound operations aim to enable merchants in Türkiye to make cross-border sales.
Since its founding in 2000, Hepsiburada has been
purpose-led, leveraging its digital capabilities to develop the role of women in the Turkish economy. Hepsiburada started the ‘Technology
Empowerment for Women Entrepreneurs’ programme in 2017, which has supported over 45.4 thousand female entrepreneurs throughout Türkiye
to reach millions of customers with their products.
Investor Relations Contact
ir@hepsiburada.com
Media Contact
corporatecommunications@hepsiburada.com
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