Current Report Filing (8-k)
January 10 2022 - 4:08PM
Edgar (US Regulatory)
0001704760
false
false
0001704760
2022-01-06
2022-01-06
0001704760
AVCT:CommonStockParValue0.0001PerShareMember
2022-01-06
2022-01-06
0001704760
AVCT:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member
2022-01-06
2022-01-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 6, 2022
American
Virtual Cloud Technologies, Inc.
(Exact Name of registrant as Specified in Charter)
Delaware
|
|
001-38167
|
|
81-2402421
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification
No.)
|
|
|
|
|
|
1720 Peachtree Street, Suite 629
Atlanta, GA
|
|
30309
|
(Address of principal
executive offices)
|
|
(Zip code)
|
(404)
234-3098
(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
☐ 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))
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Common
Stock, par value $0.0001 per share
|
|
AVCT
|
|
The
Nasdaq Stock Market LLC
|
Warrants,
each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
|
|
AVCTW
|
|
The
Nasdaq Stock Market LLC
|
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
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 Officers.
Effective
as of January 6, 2022, the Board of Directors (the “Board”) of American Virtual Cloud Technologies, Inc. (the “Company”)
increased the size of the Board to eleven members, and appointed Michael Tessler to fill the newly-created vacancy on the Board. The
Board also elected Mr. Tessler as non-executive Chairman of the Board, replacing Lawrence E. Mock, Jr. in that role.
Mr.
Tessler, age 60, was a co-founder of Broadsoft, Inc. (“BroadSoft”), and served as a director of BroadSoft from its inception,
and as its President and Chief Executive Officer from December 1998, until its sale to Cisco Systems, Inc. (“Cisco”) in February
2018. Following the sale of BroadSoft, Mr. Tessler served as General Manager of Cisco’s Cloud Calling Business Unit until March
2020, and since April 2020, Mr. Tessler has served as a Managing Partner at True North Advisory, a strategic advisory firm. Prior to co-founding BroadSoft,
Mr. Tessler was Vice President of Engineering of Celcore, Inc. (“Celcore”), a wireless equipment company, and the Celcore
organization of DSC Communications Corporation, which acquired Celcore in 1997 and which was then acquired by Alcatel USA, Inc. Before
joining Celcore, Mr. Tessler held a number of senior management positions at Nortel Networks Corporation and founded and led a services
development business unit that helped local exchange carriers build and deploy advanced services on their digital networks. Mr. Tessler
currently serves as a non-executive director at BAI Communications, a global communications infrastructure provider, and on the Internet2
Technology Evaluation Center advisory board at Texas A&M University.
In
connection with Mr. Tessler’s appointment as Chairman of the Board, Mr. Tessler received a grant, under the Company’s 2020
Equity Incentive Plan, of one million restricted stock units, with vesting to occur in equal quarterly installments over a three-year
period commencing on February 1, 2022, subject to Mr. Tessler’s continuous service with the Company (subject to vesting in full
if Mr. Tessler should be removed from the Board as a result of a change-in-control of the Company).
Item
8.01 Other Events.
On
January 7, 2022, the Company issued a press release regarding the appointment of Mr. Tessler. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Such exhibit and the information
set forth therein shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise be subject to the liabilities
of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed
on its behalf by the undersigned hereunto duly authorized.
|
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
|
|
|
|
By:
|
/s/ Thomas H. King
|
|
Name:
Title:
|
Thomas H.
King
Chief Financial Officer
|
Date: January
10, 2022
American Virtual Cloud T... (NASDAQ:AVCT)
Historical Stock Chart
From Aug 2024 to Sep 2024
American Virtual Cloud T... (NASDAQ:AVCT)
Historical Stock Chart
From Sep 2023 to Sep 2024