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 7, 2022
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(844 ) 933-3627
(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 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 | ||||||
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.
Effective on March 7, 2022 (the “Effective Date”), upon the recommendation of its Nominating and Corporate Governance Committee (the “Nominating Committee”), the Board of Directors (the “Board”) of WM Technology, Inc., a Delaware corporation (the “Company”), Mr. Anthony Bay was appointed to fill an existing vacancy on the Board, to serve as the Chairman of the Board and to serve on the Board as a Class I director until the Company’s 2022 annual meeting of stockholders and until his successor is duly appointed and qualified, or until his earlier death, resignation or removal. The Board appointed Mr. Bay to the Audit Committee and the Compensation Committee.
There are no arrangements or understandings between Mr. Bay and any other persons pursuant to which either was selected as a director. The Board has determined that Mr. Bay qualifies as an independent director under the independence requirements set forth under Rule 5605(a)(2) of the Nasdaq Rules and listing standards. Additionally, there are no transactions involving the Company and Mr. Bay that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
In connection with their appointment to the Board and pursuant to the Company’s non-employee director compensation policy, which form non-employee director compensation policy is filed as Exhibit 10.1# to the Company’s Annual Report on Form 10-K (File No. 001-39021) filed with the SEC on February 25, 2022, Mr. Bay will be awarded an initial, onetime grant of restricted stock units with a value of approximately $400,000 in the aggregate, subject to time-based vesting over three years.
In connection with the aforementioned appointment to the Board, the Company entered into its standard indemnification agreement with Mr. Bay, which form indemnification agreement is filed as Exhibit 10.6# to the Company’s Current Report on Form 8-K (File No. 001-39021) filed with the SEC on June 21, 2021.
Item 7.01 Regulation FD Disclosure.
On March 10, 2022, the Company issued a press release announcing the appointment of Mr. Bay to the Board. A copy of the Company’s press release announcing the appointment is attached hereto as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |||||||
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: March 11, 2022 | |||||||||||
| WM TECHNOLOGY, INC. | |||||||||||
| By: | /s/ Arden Lee | ||||||||||
| Arden Lee | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 99.1
WM Technology, Inc. Appoints Anthony Bay as New Chairman of Company’s Board of Directors
IRVINE, Calif. – March 10, 2022 – WM Technology, Inc. (“WM Technology” or the “Company”) (Nasdaq: MAPS), the leading marketplace and technology solutions provider to the cannabis industry, today announced the appointment of Anthony Bay as the new Chairman of the Company’s Board of Directors. Effective immediately, Bay will succeed Chris Beals who was serving as the acting Chairman of the Board during the search to fill the role. Chris Beals will continue his role as a member of the board in addition to Chief Executive Officer of the Company.
“I could not be more excited to welcome Anthony to serve as Chairman of our Board of Directors,” said Chris Beals, CEO of WM Technology. “Since becoming a public company, our search for an independent chairperson has been driven by our commitment to be ‘best in class’ in corporate governance and to ensure we have the best advisors possible. Anthony understands the challenges and complexities associated with operating a two-sided marketplace, and brings with him a wealth of experience advising management teams, scaling hyper-growth technology companies and serving on a number of company boards, all of which will be critical as we continue to chart WM Technology’s path forward in the global cannabis marketplace.”
Bringing more than 20 years of board leadership experience to WM Technology, Bay is the founder and CEO of Techquity, an operating advisory firm of senior tech executives with deep experience growing and scaling companies. Techquity helps promising businesses scale from “one-to-one million users.” In addition to serving on boards of venture funded private companies during his career, Bay has served on several public boards in the US and Europe, including two as chairman. Bay has been a senior executive and led product groups at Apple, Microsoft and Amazon during periods of rapid, formative growth. At Microsoft, Bay was Corporate Vice President and a member of the executive staff with roles that included leadership of the company’s e-commerce and digital media technologies. While at Amazon, Bay served as Global Head of Amazon Video, and was responsible for the company’s digital video business globally.
“The opportunity to join WM Technology’s board comes at a time where the company has firmly established itself as the leading two-sided marketplace in the cannabis sector and is pairing that with a compelling suite of technology solutions for cannabis operators,” said Mr. Bay. “WM Technology is well positioned for growth, with the Company continuing to capitalize on the rapid expansion of the cannabis sector and the progress toward federal legalization. I look forward to working in partnership with Chris, the other board members, and the rest of the leadership team to capitalize on the immense opportunity the Company has before it.”
In his new role as Chairman of WM Technology, Bay will serve as a partner to Mr. Beals and the management team as they execute on a number of new growth opportunities including expansion into new legal cannabis markets, data monetization and broader brand offerings.
About WM Technology, Inc.
Founded in 2008, WM Technology operates the leading online cannabis marketplace with a comprehensive set of eCommerce and compliance software solutions sold to retailers and brands in the U.S. state-legal and Canadian cannabis markets. The Company’s mission is to power a transparent and inclusive global cannabis economy. We address the challenges facing both consumers seeking to understand cannabis products and businesses who serve cannabis users in a legally compliant fashion with our Weedmaps marketplace and WM Business software solutions. Over the past 13 years, we have grown the Weedmaps marketplace to become the premier destination for cannabis consumers to discover and browse information regarding cannabis and cannabis products, permitting product discovery and order-ahead for pickup or delivery by participating retailers. WM Business is a set of eCommerce-
enablement tools designed to help our retailer and brand clients get the best out of their Weedmaps experience, while creating labor efficiency and managing their compliance needs.
WM Technology holds a strong belief in the power of cannabis and the importance of enabling safe, legal access to consumers worldwide. Since inception, WM Technology has worked tirelessly, not only to become the most comprehensive platform for consumers, but to build the software solutions that power businesses compliantly in the space, to advocate for legalization, social equity, and licensing in many jurisdictions, and to facilitate further learning through partnering with subject matter experts on providing detailed, accurate information about the plant.
Headquartered in Irvine, California, WM Technology supports remote work for all eligible employees. Visit us at www.weedmaps.com.
Contacts:
Investor Relations:
investors@weedmaps.com
Media:
press@weedmaps.com