Introductory Note.
This Current Report on Form 8-K is being filed in connection with
the completion of the previously announced Agreement and Plan of
Merger, dated as of October 3, 2022 (the “Merger Agreement”),
by and among Poshmark, Inc., a Delaware corporation (“Poshmark” or
the “Company”), NAVER Corporation, a public corporation organized
under the laws of the Republic of Korea (“NAVER” or “Parent”),
Proton Parent, Inc., a Delaware corporation and a wholly owned
subsidiary of Parent (“Proton Parent”), and Proton Merger Sub,
Inc., a Delaware corporation and a wholly owned subsidiary of
Proton Parent (“Merger Sub”).
On January 5, 2023 (the “Closing Date”), pursuant to the
Merger Agreement, Merger Sub merged with and into the Company (the
“Merger”), with the Company surviving the Merger as an indirect
subsidiary of Parent.
| Item 2.01 |
Completion of Acquisition or Disposition of Assets.
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The information set forth in the Introductory Note of this Current
Report on Form 8-K is
incorporated by reference into this Item 2.01. Capitalized terms
used herein but not otherwise defined herein have the meanings
ascribed to such terms in the Merger Agreement.
At the Effective time, each share of Class A common stock, par
value $0.0001 per share, of the Company (the “Class A Common
Stock”), and Class B common stock, par value $0.0001 per share
(“Class B Common Stock” and together with the Class A
Common Stock, the “Poshmark Common Stock” or “Company Common
Stock”) outstanding immediately prior to the Effective Time (other
than any shares of Poshmark Common Stock that were held by the
Company as treasury stock, owned by Parent or any of its
subsidiaries (including Proton Parent and Merger Sub), or any
shares of Company Common Stock as to which appraisal rights have
been properly exercised in accordance with Delaware law), was
canceled, extinguished and converted into the right to receive
$17.90 in cash (the “Per Share Price”), subject to applicable
withholding taxes (the “Merger Consideration”).
In addition, pursuant to the Merger Agreement (unless otherwise
noted below), at the Effective Time:
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Each Company stock option that was outstanding and vested (a
“Vested Company Option”) as of immediately prior to the Effective
Time was automatically cancelled and converted into the right to
receive an amount in cash (without interest and subject to
applicable withholding taxes) equal to the product of (i) the
number of shares of Company Common Stock subject to such Vested
Company Option as of immediately prior to the Effective Time and
(ii) the excess, if any, of the Per Share Price over the
exercise price per share of such Vested Company Option.
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Each Company stock option that is not a Vested Company Option and
was outstanding as of immediately prior to the Effective Time (an
“Unvested Company Option”) was automatically cancelled and
converted into the right to receive an amount in cash (without
interest and subject to applicable withholding taxes) equal to the
product of (i) the number of shares of Company Common Stock
subject to such Unvested Company Option as of immediately prior to
the Effective Time and (ii) the excess, if any, of the Per
Share Price over the exercise price per share of such Unvested
Company Option (the “Cash Replacement Company Option Amounts”),
which Cash Replacement Company Option Amounts will, subject to the
holder’s continued service with Parent or its affiliates through
the applicable vesting dates, vest and be payable at the same time
as the Unvested Company Option for which such Cash Replacement
Company Option Amounts were exchanged would have vested pursuant to
its terms. All Cash Replacement Company Option Amounts have the
same terms and conditions (including with respect to vesting) as
applied to the Unvested Company Option for which they were
exchanged, except for terms rendered inoperative by reason of the
Merger or for other administrative or ministerial changes.
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Each Vested Company Option and Unvested Company Option with an
exercise price per share equal to or greater than the Per Share
Price was cancelled automatically at the Effective Time for no
consideration.
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Each award of restricted stock units (“RSUs”) of the Company that
was outstanding and vested as of immediately prior to the Effective
Time or that vests in accordance with its terms as a result of
the
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