UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
Date
of Report: September 26, 2024
Commission File Number: 001-40553
D-MARKET Elektronik Hizmetler ve Ticaret Anonim
Şirketi
(Exact Name of registrant as specified in its charter)
D-MARKET
Electronic Services & Trading
(Translation of Registrant‘s Name into English)
Kuştepe Mahallesi Mecidiyeköy Yolu
Cadde no: 12 Kule 2 K2
Istanbul, Türkiye
(Address of principal executive
office)
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F ¨
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, thereunto duly authorized.
|
D-MARKET ELECTRONIC SERVICES & TRADING |
|
|
September 26, 2024 |
By: |
/s/ NİLHAN GÖKÇETEKİN |
|
Name: |
Nilhan Gökçetekin |
|
Title: |
Chief Executive Officer |
|
By: |
/s/ M. SEÇKİN KÖSEOĞLU |
|
Name: |
M. Seçkin Köseoğlu |
|
Title: |
Chief Financial Officer |
EXHIBITS
Exhibit 99.1
Hepsiburada Announces its Board Committees’
Composition and Enhanced Risk Committee Function
ISTANBUL, September 26, 2024 D-MARKET Electronic Services &
Trading (NASDAQ: HEPS), (“Hepsiburada” or the “Company”) a leading Turkish e-commerce platform, today announced
that the Board of Directors (recently appointed by the General Assembly of Shareholders of the Company on September 12, 2024), in
accordance with the Turkish Commercial Code, has determined the composition of its Committees and assigned additional functions to its
Risk Committee.
Effective September 21, 2024, the Audit Committee,
Risk Committee and Corporate Governance Committee of the Board of Directors are composed of the following members:
| · | Audit Committee: Mr. Tayfun Bayazıt, Mr. Ahmet Ashaboğlu and Mr. Stefan Gross-Selbeck. |
| · | Risk Committee: Mr. Ahmet Ashaboğlu, Mr. Tayfun Bayazıt and Mr. Tolga Babalı. |
| · | Corporate Governance Committee: Mr. Hikmet Ersek, Mr. Ahmet Ashaboğlu and Mr. Tolga
Babalı. |
Mr. Hikmet Ersek has been appointed as a
new member of the Corporate Governance Committee replacing Mr. Tayfun Bayazıt, who will remain a member of the Board of Directors,
the Audit Committee and the Risk Committee. The composition of the Committees has remained otherwise unchanged compared to the previous
term.
The distribution of duties within the Board of
Directors’ Committees, including the assignment of the role of chairperson, will be decided subsequently by each of the Committees.
The Board of Directors has determined that Messrs. Ersek,
Bayazıt, Ashaboğlu and Gross-Selbeck qualify as independent directors. The Board of Directors has also determined that all
members of the Audit Committee satisfy the audit committee member independence requirements set forth in Rule 10A-3 under the Securities
Exchange Act of 1934, as amended, and Nasdaq’s listing rules, and that they are Audit Committee financial experts as defined under
the applicable rules of the U.S. Securities and Exchange Commission and Nasdaq’s listing rules. Therefore, all members of the
Audit Committee have the required financial literacy and sophistication under Nasdaq’s listing rules.
The Board of Directors has further determined
that the Risk Committee will start working as an Early Detection of Risk Committee in accordance with the Turkish Commercial Code effective
as of the beginning of calendar year 2025. In this enhanced capacity, the Early Detection of Risk Committee will be expected to convene
six times per year (instead of four) and to report to the Board of Directors every two months.
About Hepsiburada
Hepsiburada is a leading e-commerce technology
platform in Türkiye, connecting over 66 million members with over 264 million stock keeping units across over 30 product categories.
Hepsiburada provides goods and services through its hybrid model combining first-party direct sales (1P model) and a third-party marketplace
(3P model) with approximately 101 thousand merchants.
With its vision of leading the digitalization
of commerce, Hepsiburada acts as a reliable, innovative and purpose-led companion in consumers’ daily lives. Hepsiburada’s
e-commerce platform provides a broad ecosystem of capabilities for merchants and consumers including: last-mile delivery and fulfilment
services, advertising services, on-demand grocery delivery services, and payment solutions offered through Hepsipay, Hepsiburada’s
payment companion and BNPL solutions provider. HepsiGlobal offers a selection from international merchants through its inbound arm while
outbound operations aim to enable merchants in Türkiye to make cross-border sales.
Since its founding in 2000, Hepsiburada has been
purpose-led, leveraging its digital capabilities to develop the role of women in the Turkish economy. Hepsiburada started the ‘Technology
Empowerment for Women Entrepreneurs’ programme in 2017, which has supported approximately 55 thousand female entrepreneurs throughout
Türkiye to reach millions of customers with their products.
Investor Relations Contact
ir@hepsiburada.com
Media Contact
corporatecommunications@hepsiburada.com
Forward-Looking Statements
This press release includes forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934,
as amended and the Safe Harbor provisions of the US Private Securities Litigation Reform Act of 1995, and encompasses all statements,
other than statements of historical fact contained in this press release. These forward-looking statements can be identified by terminology
such as “may,” “could,” “will,” “expects,” “anticipates,” “aims,”
“future,” “intends,” “plans,” “believes,” “estimates,” “targets,”
“likely to” and similar statements. These forward-looking statements are based on management’s current expectations.
However, it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the
extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking
statements we may make. These statements are neither promises nor guarantees but involve known and unknown risks, uncertainties and other
important factors and circumstances that may cause Hepsiburada’s actual results, performance or achievements to be materially different
from its expectations expressed or implied by the forward-looking statements, including conditions in the U.S. capital markets, negative
global economic conditions, potential negative developments resulting from epidemics or natural disasters, other negative developments
in Hepsiburada’s business or unfavorable legislative or regulatory developments. We caution you therefore against relying on these
forward-looking statements, and we qualify all of our forward-looking statements by these cautionary statements. For a discussion of additional
factors that may affect the outcome of such forward-looking statements, see our 2023 annual report filed with the SEC on Form 20-F
on April 30, 2024 (Commission File Number: 001-40553), and in particular the “Risk Factors” section, as well as the other
documents filed with or furnished to the SEC by Hepsiburada from time to time. Copies of these filings are available online from the SEC
at www.sec.gov, or on the SEC Filings section of our Investor Relations website at https://investors.hepsiburada.com. These and other
important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this
press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. These
forward looking statements should not be relied upon as representing Hepsiburada’s views as of any date subsequent to the date of
this press release. All forward-looking statements in this press release are based on information currently available to Hepsiburada,
and Hepsiburada and its authorized representatives assume no obligation to update these forward-looking statements in light of new information
or future events. Accordingly, undue reliance should not be placed upon the forward-looking statements.
D Market Electronic Serv... (NASDAQ:HEPS)
Historical Stock Chart
From Nov 2024 to Dec 2024
D Market Electronic Serv... (NASDAQ:HEPS)
Historical Stock Chart
From Dec 2023 to Dec 2024