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): December 5, 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
On December 5, 2022, Justin Dean, the Company’s Chief Technology Officer, tendered his resignation from his role as Chief Technology Officer, effective December 5, 2022.
On December 5, 2022, Mr. Dean and the Company entered into a Separation and Release Agreement (the “Separation Agreement”), providing for the terms of Mr. Dean’s separation from employment with the Company. Under the Separation Agreement, the Company has agreed to provide Mr. Dean with the following separation payments and benefits in lieu of any payments or benefits he may otherwise have been entitled to under the terms of his employment agreement: severance equal to nine months of base salary less any applicable taxes, deductions and withholdings; and nine months of paid COBRA premiums (which cease in the event of new coverage with a subsequent employer). The Separation Agreement contains a release of claims, subject to customary exceptions.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, a copy of which will be filed with the Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
On December 5, 2022, the Board of Directors of the Company appointed Duncan Grazier (previously the Company’s Senior Vice President, Engineering), age 35, to replace Mr. Dean as the Company’s Chief Technology Officer, effective as of December 5, 2022. Mr. Grazier previously served as the Company’s Senior Vice President, Engineering from November 2020 to December 2022 and as WM Holding Company, LLC’s VP of Engineering from September 2019 to November 2020. Previously, Mr. Grazier served as founding Chief Technology Officer for Voray, Inc., a private corporation from December 2015 to November 2018. There are no arrangements or understandings between Mr. Grazier and any other person pursuant to which he was selected as an officer of the Company, and there is no family relationship between Mr. Grazier and any of the Company’s other directors or executive officers. There are no related party transactions between Mr. Grazier and the Company that would require disclosure under Item 404(a) of Regulation S-K.
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: December 7, 2022 | |||||||||||
| WM TECHNOLOGY, INC. | |||||||||||
| By: | /s/ Arden Lee | ||||||||||
| Arden Lee | |||||||||||
| Chief Financial Officer | |||||||||||