Current Report Filing (8-k)
01 Juin 2022 - 02:02PM
Edgar (US Regulatory)
0001705338FALSE00017053382022-06-012022-06-010001705338us-gaap:CommonStockMember2022-06-012022-06-010001705338lov:AmericanDepositaryShareADSMember2022-06-012022-06-01
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): June 1,
2022
Spark Networks SE
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany |
|
001-38252 |
|
N/A |
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
Kohlfurter Straße 41/43
Berlin Germany 10999
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:
(+49) 30 868000
N/A
(Former name or former address, if changed since last
report.)
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 |
|
Name of each exchange on which registered |
|
American Depository Shares each representing one-tenth of an
ordinary share |
|
LOV |
|
The Nasdaq Stock Market, LLC
|
|
Ordinary shares,
€1.00 nominal value per share*
|
|
|
|
|
* Not for trading purposes, but only in connection with the
registration of American Depository Shares pursuant to the
requirements of the Securities and Exchange
Commission.
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 7.01 Regulation FD Disclosure.
On June 1, 2022, Spark Networks SE (the “Company”) issued a press
release announcing that the Company has initiated an exploration of
strategic alternatives and will consider a wide range of options
for the Company, including a potential sale, merger or other
strategic transaction, and continuing to operate as a public,
independent company. A copy of the press release is furnished
herewith as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.
The information set forth in Item 7.01 of this Current Report on
Form 8-K and in the attached Exhibit 99.1 is deemed to be
“furnished” and shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that
Section. The information set forth in Item 7.01 of this Current
Report on Form 8-K, including Exhibit 99.1, shall not be deemed
incorporated by reference into any filing under the Exchange Act or
the Securities Act of 1933, as amended (the “Securities Act”)
regardless of any general incorporation language in such
filing.
Forward-Looking Statements
This Current Report on Form 8-K and the press release incorporate
herein by reference may contain forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of
the Exchange Act. Forward-looking statements generally relate to
future events or our future financial or operating performance.
Forward-looking statements may contain words such as “believes,”
“hopes,” “intends,” “estimates,” “expects,” “projects,” “plans,”
“anticipates,” “guides,” and variations thereof or similar
expressions, and include the assumptions that underlie such
statements. These forward-looking statements include statements
regarding the Company’s exploration of strategic alternatives, the
Company’s plans to consider a wide range of options including a
potential sale, merger or other strategic transaction, and
continuing to operate as a public, independent company, the Company
being
well-positioned to return to sustainable revenue growth, and the
Company’s belief that now is an opportune time to explore a range
of potential strategic alternatives.
The Company’s expectations and beliefs regarding these matters may
not materialize, and actual results in future periods are subject
to risks and uncertainties that could cause actual results to
differ materially from those projected.
The forward-looking statements contained in this Current Report on
Form 8-K and the press release incorporate herein by reference are
also subject to other risks and uncertainties, including the risk
that the Company may not identify one or more strategic
alternatives or ultimately pursue a strategic alternative, the risk
that the Company’s exploration of strategic alternatives or the
public announcement thereof may be disruptive to the Company’s
business operations or cause the Company’s stock price to fluctuate
significantly, the risk that the Company's exploration of strategic
alternatives may be time consuming and involve the dedication of
significant resources and may require the Company to incur
significant costs and expenses, the risk that the Company’s
exploration of strategic alternatives could divert the attention of
the Company’s management and its board of directors from the
existing business operations, negatively impact the Company’s
ability to attract, retain and motivate key employees, and expose
the Company to potential litigation in connection with the process
of exploring strategic alternatives or any resulting transaction,
among other risks and uncertainties, as well as those factors more
fully described in our filings with the Securities and Exchange
Commission (“SEC”), including the Company’s Annual Report on Form
10-K for the year ended December 31, 2021,
under the heading “Risk Factors,” and other documents of the
Company filed, or to be filed, with the SEC.
If any of these risks materialize or our assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements.
The forward-looking statements in this Current Report on Form 8-K
and the press release incorporated herein by reference are based on
information available to the Company as of the date hereof, and the
Company disclaims any obligation to update any forward-looking
statements, except as required by law.
These forward-looking statements should not be relied upon as
representing the Company’s assessments as of any date subsequent to
the date of this Current Report on Form 8-K. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
|
|
|
|
|
|
Exhibit No.
|
Description
|
|
99.1 |
|
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL
document)
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
SPARK NETWORKS SE
|
|
|
|
|
Dated:
June 1, 2022
|
By: |
/s/ Frederic Beckley |
|
|
Frederic Beckley |
|
|
General Counsel & Chief Administrative Officer |
Spark Networks (AMEX:LOV)
Graphique Historique de l'Action
De Jan 2023 à Fév 2023
Spark Networks (AMEX:LOV)
Graphique Historique de l'Action
De Fév 2022 à Fév 2023
