Current Report Filing (8-k)
06 Décembre 2022 - 11:02PM
Edgar (US Regulatory)
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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):
December 1, 2022
PARTS iD, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
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001-38296 |
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81-3674868 |
(State or
Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS
Employer
Identification No.) |
1 Corporate Drive
Suite C
Cranbury,
New Jersey
08512
(Address of Principal Executive Offices, including Zip
Code)
(609)
642-4700
(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 Instructions
A.2. below):
☐ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 |
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Trading Symbol |
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Name of exchange on which
registered |
Class A Common Stock |
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ID |
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NYSE American |
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 Officers.
On December 1, 2022, Kailas Agrawal, the Chief Financial Officer,
Principal Financial Officer and Principal Accounting Officer of
PARTS iD, Inc. (the “Company”), provided written notice to the
Company that he will retire, effective December 31, 2022.
On December 1, 2022, the Company entered into an employment
agreement (the “Employment Agreement”) with James S. Doss, pursuant
to which Mr. Doss shall be appointed as the new Chief Financial
Officer of the Company, effective January 1, 2023 (the “Effective
Date”). On the Effective Date, Mr. Doss will replace Mr. Agrawal as
the Company’s Chief Financial Officer, Principal Financial Officer
and Principal Accounting Officer.
Pursuant to the Employment Agreement, the Company agreed to pay Mr.
Doss an annual base salary of $255,000. In addition, the Company
agreed to grant Mr. Doss equity awards consisting of (i) 20,000
restricted stock units of the Company’s Class A common stock,
subject to time-based vesting (the “RSU Grant”) and (ii) 20,000
restricted stock units of the Company’s Class A common stock,
subject to performance-based vesting (the “Performance Unit
Grant”). Provided that Mr. Doss is still employed with the Company
on the following dates, (A) the RSU Grant will vest in three equal
installments on the last day of the quarter following the
anniversary of the Effective Date in 2024, 2025 and 2026 and (B)
the Performance Unit Grant will vest at the end of a three-year
performance period based on the level of achievement of certain
performance goals, as determined by compensation committee of the
board of directors.
Mr. Doss will be eligible to earn an annual discretionary incentive
bonus which, if earned, the maximum potential bonus amount payable
to Mr. Doss will be 25% of his base salary earned during the
applicable calendar year. Bonus compensation will be conditioned on
the satisfaction of certain performance goals, as established in
writing by the Company and the board of directors, and on the
condition that Mr. Doss is still employed by the Company on the
payment date of the bonus compensation.
Mr. Doss’ employment with the Company will be “at-will” and will
not be for any specific period of time.
Mr. Doss, 54, most recently served as the Chief Financial Officer
of Indyme Solutions, LLC since April 2015. From June 2011 to March
2014, Mr. Doss served as President of RF Industries, LTD and Mr.
Doss also served as Chief Financial Officer of RF Industries, LTD
from January 2006 to January 2014. Previously, Mr. Doss served as
an Accounting and Finance Consultant at Doss Financial Solutions
from April 2003 to February 2006, and from April 2014 until April
2015. From December 2000 to March 2003, Mr. Doss served as the
Director of Finance at Home Relay Communications, Inc. Mr. Doss
received his M.B.A. degree and B.S. degree in finance from San
Diego State University.
There are no arrangements or understandings between Mr. Doss and
any other persons pursuant to which he was chosen as an officer of
the Company. There are no family relationships between Mr. Doss and
any of the Company’s directors, executive officers, or persons
nominated or chosen by the Company to become a director or
executive officer. Mr. Doss is not a party to any current or
proposed transaction with the Company for which disclosure is
required under Item 404(a) of Regulation S-K.
Item 8.01 Other Events.
On December 6, 2022, the Company issued a press release announcing
Mr. Doss’ appointment as the Company’s Chief Financial Officer. The
full text of the press release is attached hereto as Exhibit 99.1
and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this
report:
* Certain portions of the Exhibit have been redacted pursuant
to Item 601(b)(10)(iv) of Regulation S-K.
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.
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PARTS ID, INC. |
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Date: December 6, 2022 |
By: |
/s/
Antonino Ciappina |
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Name: |
Antonino
Ciappina |
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Title: |
Chief Executive Officer |
2
PARTS iD (AMEX:ID)
Graphique Historique de l'Action
De Fév 2023 à Mar 2023
PARTS iD (AMEX:ID)
Graphique Historique de l'Action
De Mar 2022 à Mar 2023