Current Report Filing (8-k)
May 08 2019 - 4:06PM
Edgar (US Regulatory)
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):
May 7, 2019
PEERSTREAM,
INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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000-52176
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20-3191847
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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122
East 42nd Street,
New
York, NY
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10168
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(212) 594-5050
(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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Securities
registered pursuant to Section 12(b) of the Act: None
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Section
5 — Corporate Governance and Management
Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory
Arrangements of Certain Officers.
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As
previously disclosed, on April 30, 2019, Judy Krandel announced that she would be resigning from her position as the Chief Financial
Officer of PeerStream, Inc. (the “
Company
”), effective May 6, 2019. Following Ms. Krandel’s resignation,
Alexander Harrington, the Company’s Chief Executive Officer, has assumed the role of principal financial officer of the
Company while the Company searches for a permanent replacement Chief Financial Officer. Concurrent with the announcement of Ms.
Krandel’s resignation, we entered into a Consulting Agreement with Ms. Krandel (the “
Consulting Agreement
”),
effective May 6, 2019, pursuant to which Ms. Krandel has agreed to perform certain transitional services for the Company as a
Senior Business Development consultant.
Pursuant
to the terms of the Consulting Agreement, on May 7, 2019, the Company and Ms. Krandel (i) entered into an option cancellation
and release agreement (the “
Cancellation Agreement
”), pursuant to which the Company canceled Ms. Krandel’s
option award agreement, dated November 15, 2016, related to the award of a stock option representing the right to purchase 142,857
shares of common stock (the “
Cancelled Option
”) and (ii) entered into a revised option agreement granting
Ms. Krandel a stock option representing the right to purchase up to 142,857 shares of common stock at an exercise price equal
to $3.55 per share (the “
Revised Option Agreement
”). The stock option subject to the Revised Option
Agreement vests: (i) 50% on the date of grant, (ii) 25% on May 15, 2019 and (iii) 25% in 12 equal installments on the 15th day
of each month, with the first tranche vesting on June 15, 2019 and the last tranche vesting on May 15, 2020. Pursuant to the Cancellation
Agreement, Ms. Krandel generally released all claims against the Company related to her right to acquire shares of the Company’s
common stock pursuant to the Cancelled Option.
The
foregoing description of the Consulting Agreement and the Revised Option Agreement do not purport to be complete and are qualified
in their entirety by reference to the Consulting Agreement, which was filed as Exhibit 10.1 to the Company’s Quarterly Report
on Form 10-Q filed on April 30, 2019 by the Company with the Securities and Exchange Commission (the “
SEC
”),
and the Form of Nonqualified Stock Option Agreement awarded under the PeerStream, Inc. 2016 Long-Term Incentive Plan, which was
filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 11, 2016 by the Company with the SEC,
respectively. The foregoing description of the Cancellation Agreement does not purport to be complete and is qualified in its
entirety by reference to the Cancellation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated by reference herein.
Section
9 — Financial Statements and Exhibits
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
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.
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PEERSTREAM,
INC
.
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Date:
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May
8, 2019
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By:
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/s/
Alexander Harrington
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Alexander
Harrington
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Chief
Executive Officer
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