Current Report Filing (8-k)
18 March 2023 - 8:11AM
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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 17, 2023 (March 15, 2023)
MONEYLION INC.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-39346 |
|
85-0849243 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
30 West 21st Street, 9th Floor,
New
York, NY 10010
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212) 300-9865
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) |
| | |
| ☐ | 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 |
Class A common stock, par value $0.0001 per share |
|
ML
|
|
The New York Stock Exchange |
Redeemable warrants: each whole warrant exercisable for one share of Class A common stock, par value $0.0001 |
|
ML WS |
|
The New York Stock Exchange |
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.
Equity Awards to Diwakar Choubey, Richard Correia
and Timmie Hong
Subject to the terms and
conditions of the MoneyLion Inc. Amended and Restated Omnibus Incentive Plan (the “Plan”)
and the applicable award grant notices and agreements thereunder, on March 17, 2023, the Compensation Committee of the Board of
Directors (the “Committee”) of MoneyLion Inc. (the
“Company”) approved the following grants of equity awards (“2023
LTIP Awards”) to Diwakar Choubey, Chief Executive Officer of the Company, Richard Correia, President and Chief
Financial Officer of the Company, and Timmie Hong, Chief Product Officer of the Company (each, an “Executive”
and collectively, the “Executives”):
|
2023 LTIP Awards |
|
RSUs |
|
KPI PSUs
(100% Target) |
Diwakar Choubey |
4,000,000 |
|
2,000,000 |
Richard Correia |
2,666,667 |
|
1,333,333 |
Timmie Hong |
1,100,000 |
|
550,000 |
Two-thirds of the 2023
LTIP Awards were awarded in the form of restricted stock units (“RSUs”)
that will vest quarterly in twelve equal installments on the 15th day of each May, August, November and February
beginning on May 15, 2023, subject to the Executive’s continued service with the Company or one of its subsidiaries
through the applicable vesting date. Each RSU represents a contingent right to receive one share of the Company’s Class A
common stock, par value $0.0001 per share (the “Class A Common Stock”),
upon vesting of the RSU.
The remaining one-third of
the 2023 LTIP Awards were awarded in the form of performance share units (“KPI PSUs”) that are subject to vesting based
on the achievement of specified target key performance indicators during the year ended December 31, 2023 related to the Company’s
revenue (the “Revenue Performance Goal”), customer acquisition (the “Acquisition Performance Goal”)
and EBITDA (the “EBITDA Performance Goal” and collectively, the “Performance Goals”), which will
be determined by the Committee, subject to the Executive’s continued service with the Company or one of its subsidiaries through
the applicable vesting date. The number of KPI PSUs that may be earned with respect to the Revenue Performance Goal and the Acquisition
Performance Goal will range from 80% to 120% of the awarded amounts, determined by linear interpolation based on the achievement of the
Revenue Performance Goal and the Acquisition Performance Goal within such range. The number of KPI PSUs that may be earned with respect
to the EBITDA Performance Goal will be determined by linear interpolation based on the achievement of the EBITDA Performance Goal within
the range determined by the Committee. Upon the date that the Committee certifies the Company’s achievement of the applicable Performance
Goals (if ever achieved), one-third of the earned KPI PSUs will vest immediately, and the remainder of the earned KPI PSUs will vest quarterly
in eight equal installments on the 15th day of each February, May, August and November beginning after the date on which the
Committee certifies the Company’s achievement of the Performance Goals. Each KPI PSU represents a contingent right to receive one
share of Class A Common Stock upon vesting of the KPI PSU.
The summary of the 2023 LTIP
Awards set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the award grant
notices and agreements, the forms of which are incorporated
by reference herein.
Appointment of Richard Correia as President
On March 15, 2023, Richard
Correia, the current Chief Financial Officer and Treasurer of the Company, was given the additional title of President by the Board of
Directors of the Company. Mr. Correia will continue to report into Diwakar Choubey, the Company’s Co-Founder and Chief Executive
Officer.
There are no arrangements or
understandings between Mr. Correia and any other persons pursuant to which Mr. Correia was selected as the President of the Company. Mr.
Correia does not have any family relationship with any of the Company’s directors or executive officers or any persons nominated
or chosen by the Company to be a director or executive officer. Mr. Correia does not have any direct or indirect material interest in
any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
March 15, 2023, as part of its periodic review of corporate governance matters, the Board of Directors approved and adopted the Company’s
revised Amended and Restated Bylaws (the “Bylaws”), which became effective as of March 15, 2023. The Bylaws incorporate
certain amendments to, among other things:
| ● | update
the procedures and disclosure requirements for director nominations made by stockholders in connection with the SEC rules regarding the
use of “universal proxy cards” in order to address matters relating to Rule 14a-19 under the Securities Exchange Act of 1934,
as amended, including setting forth circumstances under which the Company may disregard the nomination of a proposed director nominee
by a stockholder; and |
| ● | remove
historical lockup restrictions on the transfer of shares of Class A Common Stock of the Company, as the lockup period expired in 2022. |
The
Bylaws also include various immaterial conforming, technical and ministerial changes.
The
foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws,
a copy of which is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| + | Management contract or compensatory plan or arrangement. |
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.
|
MONEYLION INC. |
|
|
|
By: |
/s/ Richard Correia |
|
|
Name: |
Richard Correia |
|
|
Title: |
President, Chief Financial Officer and Treasurer |
|
|
Date: March 17, 2023 |
|
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