Current Report Filing (8-k)

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): January 18, 2022

Olo Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40213

20-2971562

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

285 Fulton Street

One World Trade Center

82nd Floor

New York, New York

10007

(Address of Principal

Executive Offices)

(Zip Code)

(212) 260-0895

Registrant’s telephone number, including area code

Not Applicable

(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):

☐	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, $0.001 par value per share

OLO

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. ☐

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 18, 2022, Matthew Tucker informed Olo Inc. (the “Company”) of his intention to resign from his position as President and Chief Operating Officer. Mr. Tucker will continue to serve as President through March 31, 2022, following which he will remain at the Company as a strategic advisor through December 31, 2022, subject to the terms of an advisor agreement with the Company.

Effective January 18, 2022, Nithya B. Das, who has served as the Company’s Chief Legal Officer and Corporate Secretary since November 2020, has been appointed to the position of Chief Operating Officer, alongside continuing her current role. Ms. Das’ title will be Chief Operating Officer and Chief Legal Officer. Ms. Das previously held the positions of General Counsel from October 2019 and Secretary from November 2019 until November 2020. The information required by Item 401 of Regulation S-K was previously disclosed in the Company’s final Prospectus filed by the Company with the Securities and Exchange Commission on March 18, 2021. There are no reportable family relationships or related party transactions (as defined in Item 404(a) of Regulation S-K) other than as disclosed therein.

Item 7.01.

Regulation FD Disclosure.

On January 18, 2022, the Company issued a press release announcing this transition. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1 is 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 liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language in such filings.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Press Release, dated January 18, 2022, issued by Olo Inc.

104		Cover Page Interactive Data File (embedded within the Inline XBRL).

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.