Current Report Filing (8-k)
0000743758 false 0000743758 2021-11-04
2021-11-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
Date of Report (Date of earliest event reported):
November 4, 2021
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
321 Sixth Street
|(Address of Principal
(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.
pursuant to Rule 425 under the Securities Act (17 CFR
||Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
Securities registered pursuant to Section 12(b) of the Act:
Tile of each
Name of each
exchange on which registered
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, 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 Election of Directors; Compensatory Arrangements
of Certain Officers.
On November 4, 2021, the Board of Directors of AiAdvertising, Inc.
(the “Company”) appointed Mark Fruehan to serve on the Company’s
Board of Directors.
September 30, 2021, Mr. Fruehan has served as Chief
Executive Officer of First Screen of the Americas,
which offers digital first brands and content creators
alternative distribution and billing mechanisms to monetize
content. From July 2020 to June 2021, Mr.
Fruehan was Chief Revenue Officer of Tradeswell, the
leading AI-driven eCommerce solution, which helps brokers and
resellers sell on Amazon, Walmart, and Target. Prior to
serving as Chief Revenue Officer at Tradeswell from April 2018
to July 2020, Mr. Fruehan served as President and Chief
Revenue Officer at Verve Group, a Media and Games Invest SE
(Berlin) and a privacy-first omnichannel ad platform
offering programmatic solutions that connects advertisers and
publishers to people in real time. In October
2016, Mark co-founded Amplify.ai, a global enterprise chatbot
platform funded by Costanoa Ventures, which was recently
acquired by Triller.net; leading
the sales and partner development
through their start-up phase until March of
2018. Mr. Fruehan’s roots in the mobile and wireless
industry run deep, with leadership roles at Opera Mediaworks &
AdMarvel as President, and Head of Business development and
innovation at VeriSign and CellStar.
Mr. Fruehan has over 30 years of experience in the digital and
mobile industry across cost per engagement, mobile content data
service, media, monetization, including payments, and
messaging. Mr. Fruehan has worked closely
with brands, mobile operators, and media companies;
in addition to holding several advisory seats and board memberships
at early-stage ventures and established tech companies
alike. Mr. Fruehan attended Penn State, earning a
Bachelor of Science in Economics, and is a proud member of the 1982
NCAA Championship Football Team.
Mr. Fruehan will serve as a director until the next meeting of
stockholders, or until his earlier death resignation or
The Company’s Board of Directors has determined that Mr. Fruehan is
“independent” within the meaning of the rules of The Nasdaq Stock
Market and is qualified to serve on the Board of Directors because
of his extensive industry experience within the ad-tech industry,
his deep connections with advertisers and publishers, and his
senior management experience.
There is no arrangement or understanding between Mr. Fruehan and
any other persons, pursuant to which he was selected as a director.
Mr. Fruehan has not engaged in any transaction, or any currently
proposed transaction, in which the Company was or is to be a
participant and the amount involved exceeds $120,000, and in which
any related person had or will have a direct or indirect material
interest. There are no family relationships between Mr. Fruehan and
any director or executive officer of the Company.
Mr. Fruehan will receive the Company’s standard director
compensation of $30,000 annually.
Item 8.01 Other Events.
Effective as of November 4, 2021, the Board approved the formation
of its audit committee (the “Audit Committee”), compensation
committee (the “Compensation Committee”) and nominating and
corporate governance committee (the “Nominating Committee” together
with the Audit Committee and Compensation Committee, collectively,
the “Committees”). The Committees consist of Richard Berliner,
Virginia “Rosie” O’Meara and Mark Fruehan.
The Company’s Board of Directors has adopted charters (the
“Committee Charters”) to govern the membership and function of the
Committees. The Committee Charters are filed herewith as exhibits
99.1, 99.2 and 99.3, respectively. A copy of each of the Committees
Charters will also be placed on the Company’s website
Item 9.01 Exhibits.
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.
|Date: November 4,
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