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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):
October 23, 2023
Moatable, Inc.
(Exact Name of Registrant as specified in its
charter)
Commission file number: 001-35147
Cayman Islands |
45 West Buchanan Street,
Phoenix, Arizona, 85003 |
Not Applicable |
(State or other jurisdiction of
incorporation or organization) |
(Address of principal executive offices,
including zip code) |
(I.R.S. Employer
Identification No.) |
|
|
|
|
(833) 258-7482 |
|
|
(Registrant’s telephone number,
including area code) |
|
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 |
American depositary shares, each representing 45 Class A ordinary shares |
MTBL |
The New York Stock Exchange |
Class A ordinary shares, par value $0.001 per share* |
MTBL |
The New York Stock Exchange |
* Not for trading, but only in connection with the listing on The New
York Stock Exchange of American depositary shares.
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 Officer.
Departure and Appointment
of Directors
On
October 26, 2023, Moatable, Inc. (the “Company”) announced Lin Cong’s resignation as a member of the Board of Directors
(the “Board”) of the Company, effective as of October 23, 2023. Mr. Cong resigned for personal reasons and not due to any
disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On the same date, the Board
appointed Rebecca Polak to serve as a director of the Company, effective as of October 26, 2023. Ms. Polak will also serve as
a member of the audit committee and the corporate governance and nominating committee, as well as chair of the compensation committee.
The Board has determined that Ms. Polak is an independent director under the listing standards of
the New York Stock Exchange (“NYSE”) and meets the additional eligibility requirements for audit committee members, corporate
governance and nominating committee members and compensation committee members pursuant to the NYSE
listing standards and the applicable rules of the Securities and Exchange Commission.
Ms.
Polak, age 53, is a seasoned executive and board advisor who brings a demonstrable record of driving business strategy and execution and
technology transformation, with expertise across areas including M&A and IPOs, compliance and regulation, cybersecurity and privacy
and P&L enhancement for both established companies and those in the startup space. Ms. Polak currently serves as an independent director
of RumbleOn, Inc. (Nasdaq: RMBL) and chair of its compensation committee. Ms. Polak served as Chief Commercial Officer and General Counsel
of CarLotz, Inc. (now known as Shift Technologies, Inc.) from October 2020 to June 2022. Previous roles include various leadership positions
at KAR Auction Services, Inc. (now OPENLANE) such as Chief Legal Officer, President of TradeRev, Secretary of KAR, and Executive Vice
President and General Counsel between April 2007 and October 2019. Her career also includes serving as Assistant General Counsel, Assistant
Secretary, and Vice President at ADESA, Inc. from 2005 to 2007, and corporate and securities law practice with Krieg DeVault and Haynes
and Boone. Polak holds a JD, cum laude, from Southern Methodist University Dedman School of Law and a BA in English from Indiana University
Bloomington.
Ms.
Polak is eligible to receive certain cash and equity compensation that all of the Company’s non-employee directors receive under
the Company’s director compensation policy, as described under the section titled “Director Compensation” in the Company’s
annual proxy statement filed on April 14, 2023.
The
annual cash compensation of Ms. Polak is $34,000, payable each quarter. The amount of cash actually paid to a director will be prorated
to reflect the duration of her service time in the year. The Board also granted Ms. Polak a restricted share unit award of 2,153,115 Class
A ordinary shares that are equivalent to 47,847 American depositary shares (NYSE: MTBL), each currently representing 45 Class A ordinary
shares, which will vest in equal monthly installments over four years from October 26, 2023, subject to her continued service as a member
of the Board through each such vesting date.
The Company has entered into
the Company’s standard form of indemnification agreement with Ms. Polak. The indemnification agreement provides, among other things,
that the Company will indemnify Ms. Polak for certain expenses which she may be required to pay in connection with certain claims to which
she may be made a party by reason of her position as a director of the Company, and otherwise to the fullest extent permitted by law.
The form of indemnification agreement was previously filed as Exhibit 10.5 to the Company’s Registration Statement on Form F-1 (File
No. 333-173548), as amended, as originally filed on April 15, 2011, and is incorporated herein by reference.
There
are no family relationships between Ms. Polak and any Company director or executive officer, and no arrangements or understandings between
Ms. Polak and any other person pursuant to which she was selected as a director. There are no related party transactions between the Company
and Ms. Polak which would require disclosure under Item 404 of Regulation S-K.
Appointment of Michael
Schifsky as Interim Chief Financial Officer
The
Company previously announced the departure of Chris Palmer in the position of Chief Financial Officer (“CFO”), effective as
of October 16, 2023. On October 26, 2023, the Board appointed Michael Schifsky as the Interim CFO, effective as of October 26, 2023.
Mr.
Schifsky, age 63, currently serves as an executive consultant with Vaco, LLC (“Vaco”), a company that provides senior level
financial professionals on an interim basis. Mr. Schifsky has over three decades of financial and operational management experience. His
background includes executive roles in organizations ranging from large established public companies to small and mid-sized rapid growth
enterprises where he gained critical experience in leadership, organizational development, capital formation, mergers and acquisitions,
SEC reporting, and corporate governance. Since 2018, Mr. Schifsky has served as an independent financial advisor to various mid-sized
company’s including Array Technologies, Inc., a Nasdaq traded global supplier of solar tracking systems, Devi Holdings, a private
equity backed retailer of consumer based health products, and WageWorks, Inc, a NYSE traded provider of consumer directed benefit programs.
Mr. Schifsky began his career in Philadelphia office of Ernst and Young, an international public accounting firm where he earned his CPA.
He holds a B.S. in accountancy from Villanova University. There is no family relationship between Mr. Schifsky and any director or executive
officer of the Company.
The
Company has entered into an agreement with Vaco, pursuant to which the Company will pay an hourly rate of $225 directly to Vaco.
There
is no arrangement or understanding between Mr. Schifsky and any other person pursuant to which he was selected as an officer of the Company.
Additionally, there are no family relationships between any director or executive officer of the Company and Mr. Schifsky, and Mr. Schifsky
has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
A
copy of the press release announcing the foregoing events is furnished herewith as Exhibit 99.1 and is incorporated in this Item 7.01
by reference.
Item 9.01 Financial Statements and Exhibits.
(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.
|
MOATABLE, INC. |
|
|
|
|
|
|
|
By: |
/s/ Joseph Chen |
Date: |
October 26, 2023 |
|
Joseph Chen |
|
|
Chief Executive Officer and Director |
|
|
|
|
Exhibit 99.1
Moatable Announced Appointment of Director and
Interim Chief Financial Officer
Phoenix, Arizona, October 26, 2023 — Moatable,
Inc. (NYSE: MTBL) (“Moatable” or the “Company”), which operates two US-based SaaS businesses, Chime Technologies
Inc.© and Trucker Path Inc.©, today announced that Mr. Lin Cong resigned from the Company's Board of Directors, effective on
October 23, 2023. Mr. Cong resigned for personal reasons and not due to any disagreement with the Company on any matter relating to the
Company's operations, policies or practices. The Company’s Board of Directors has approved the appointments of Ms. Rebecca Polak
to replace Mr. Lin Cong as director and Mr. Michael Schifsky as interim Chief Financial Officer, effective on October 26, 2023.
Ms. Rebecca Polak has provided strategic leadership
and vision for technology start-up companies, focusing on improving go-to-market strategies, customer support, and product offerings.
She oversaw the corporate sales team at CarLotz, leading to a substantial increase in consigned cars by corporate consignors year-over-year.
Furthermore, Ms. Polak has played an instrumental role in public company boards, serving as the Compensation Committee Chair of RumbleOn
(NASDAQ: RMBL) and for AAA Hoosier Motor Club. Ms. Polak's leadership will be instrumental as she joins the Company’s Board of Directors,
taking on the role of chair of the Compensation Committee and serving as a member of the Audit Committee and the Corporate Governance
and Nominating Committee.
With a career spanning over three decades, Mr.
Schifsky’s career highlights include overseeing SEC, Sarbanes-Oxley, NASDAQ, and NYSE reporting. Mr. Schifsky has held key CFO positions
in public and private companies, including his tenure as CFO at Xhibit Corp, a digital marketing and technology development company. Prior
to his role at Xhibit, he served as an independent consultant and interim CFO for a range of companies, including Big Bear Mining Company
and MD Helicopter. His expertise in SEC reporting and operational management and his proactive management style positions him as a valuable
asset to the Company’s leadership team.
“On behalf of the Board of Directors, I
would like to express my gratitude to Mr. Cong for his time, dedication, and valuable contribution to Moatable over the years," said
Moatable's Chairman and Chief Executive Officer, Mr. Joseph Chen. "We are pleased to have named Ms. Rebecca Polak to join our Board
of Directors and Mr. Michael Schifsky as our interim Chief Financial Officer. Both of them bring a wealth of expertise and experience
to our organization.”
About Moatable Inc.
Moatable, Inc. (NYSE: MTBL) operates several US-based
SaaS businesses including Chime, Inc. and Trucker Path. Moatable’s American depositary shares, each of which currently represents
forty-five Class A ordinary shares, trade on NYSE under the symbol “MTBL”.
Forward-Looking Statements
This announcement contains forward-looking statements.
These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995.
These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,”
“future,” “intends,” “plans,” “believes,” “estimates” and similar statements.
Statements that are not historical facts, including statements about Moatable’s beliefs and expectations, including statements on
making investments and operating businesses that generate long-term returns for investors, and expectations for future growth and innovation
are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual
results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Moatable’s
goals and strategies; Moatable’s future business development, financial condition and results of operations; Moatable’s expectations
regarding demand for and market acceptance of its services; Moatable’s plans to enhance user experience, infrastructure and service
offerings. Further information regarding these and other risks is included in our annual report on Form 10-K for the year ended December
31, 2022 and other documents filed with the SEC. All information provided in this press release is as of the date of this press release,
and Moatable does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
For more information, please contact:
Investor Relations Department
Moatable, Inc.
Email: ir@moatable.com
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