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

(Exact name of registrant as specified in its charter)

85 Broad Street, 16-079

New York, New York 10004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (808) 829-1057

(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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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

Officer Appointment

On November 4, 2020, the Company appointed Steven J. Hartman to the position of Chief Product Officer of the Company.

Mr. Hartman brings over 25 years of experience in enterprise software and marketing at major technology companies. Mr. Hartman previously served as the vice present of global marketing at Kenshoo, a digital advertising platform that connects marketers and customers, where he instituted marketing programs that increased topline growth, reduced marketing spend and grew the bottom line. He served as vice president of product marketing at Acxiom (now LiveRamp Holdings), a SaaS-based data connectivity platform, where he co-led product positioning and awareness of the LiveRamp acquisition, a data connectivity platform acquired by Acxiom. He served as vice president of marketing at Viglink (now Sovrn) and at The Rubicon Project

He held several senior level product and marketing roles at Yahoo! and IBM. At Yahoo!, he managed a product management team that successfully launched and grew the company’s display advertising platform. At IBM, he developed and executed multi-touch marketing campaigns for Tivoli’s line of J2EE-based solutions that generated $285 million in annual revenue.

An accomplished MarTech innovator, Hartman is named on several technology patents covering programmatic advertising, private exchange, and inventory ad tagging innovations. Mr. Hartman earned his B.S. with Honors in Industrial Engineering from Purdue University.

In connection with Mr. Hartman’s appointment to the role of Chief Product Officer, Mr. Hartman and the Company entered into an Executive Employment Agreement (the “Employment Agreement”). The Employment Agreement has a one-year term that is automatically extended for successive six (6) month terms, unless terminated earlier by the parties, and provides for an annual base salary of $220,000. Mr. Hartman is also entitled to receive (i) a bonus of up to $88,000, (ii) additional equity incentive compensation to be determined at a later date, and (iii) certain payments and/or severance payments in the event that there is a change of control in the Company and/or if Mr. Hartman resigns or is terminated from the Company for cause or without cause, as applicable, pursuant to the terms and conditions of the Employment Agreement.

There is no arrangement or understanding between Mr. Hartman and any other person pursuant to which Mr. Hartman was appointed as an executive officer. There are no family relationships between Mr. Hartman and any of the Company’s directors, executive officers or persons nominated or chosen by the Company to become a director or executive officer. Mr. Hartman is not a participant in, nor is Mr. Hartman to be a participant in, any related-person transaction or proposed related-person transaction required to be disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The foregoing description of the terms of the Employment Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On November 10, 2020, the Company issued a press release announcing the appointment of Mr. Hartman as Chief Product Officer. A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished with this Current Report.

The information set forth under Item 7.01 of this Current Report, 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, or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

Forward Looking Statements

This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Current Report, including statements regarding the business strategy, and related plans are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In addition, projections, assumptions and estimates of the Company’s future performance and the future performance of the markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Current Report are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, operating results, business strategy, short-term and long-term business operations and objectives. These forward-looking statements speak only as of the date of this Current Report and are subject to a number of risks, uncertainties and assumptions. The events and circumstances reflected in such forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict all risks and uncertainties. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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