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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):
February 19, 2024
Evolv Technologies Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-39417 |
|
84-4473840 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
500
Totten Pond Road, 4th Floor
Waltham, Massachusetts |
|
02451 |
(Address of principal executive offices) |
|
(Zip Code) |
(781)
374-8100
Registrant’s telephone number, including
area code
(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:
¨ |
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 |
Class A common stock, par value $0.0001 per share |
|
EVLV |
|
The Nasdaq Stock Market |
Warrants to purchase one share of Class A common stock |
|
EVLVW |
|
The Nasdaq Stock Market |
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 February 19, 2024, Evolv Technologies Holdings,
Inc. issued a press release to provide information relating to an inquiry received from the U.S. Securities and Exchange Commission. The
full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in this Item 7.01 and the related
information in Exhibit 99.1 attached hereto, shall not be deemed “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, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as may be expressly set
forth by specific reference in such filing.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
*Furnished herewith
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.
|
Evolv Technologies Holdings, Inc. |
|
|
Date: February 20, 2024 |
By: |
/s/ Peter George |
|
Name: |
Peter George |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
Investor Relations:
Brian Norris
Senior Vice President of Finance and Investor Relations
bnorris@evolvtechnology.com
Evolv Technology Provides Regulatory Update
Waltham, Massachusetts – February 19,
2024 – Evolv Technology (NASDAQ: EVLV), the leading security technology company pioneering AI-based weapons detection to
create safer experiences, today provided an update on a request received from the U.S. Securities and Exchange Commission (SEC). Specifically,
on Friday, February 16, 2024 the SEC notified the Company it was initiating an investigation that was described as a confidential “non-public,
fact finding inquiry.” The Company notes the SEC’s explicit guidance that the investigation “should neither be construed
as an indication by the Commission or its staff that any violation of law has occurred, nor as a reflection upon any person, entity, or
security.” The Company is eager to cooperate with the SEC as it is with any regulatory body.
The Company was contacted by a representative
of the media within hours of receiving the SEC’s confidential notice seeking comment on an SEC matter. In the interest of transparency,
the Company has decided to disclose the matter publicly considering attempts by certain media outlets to discredit the Company and manipulate
the customer markets the Company serves.
Evolv stands behind its technology and is proud
to partner with hundreds of security professionals to add a layer of advanced technology to their safety plan. The Company’s technology
is deployed at over 650 customers across many markets including education, healthcare, professional sports, industrial workplaces, houses
of worship and tourist attractions. Prior to purchasing Evolv products, key customer decision makers – many whom often have years
of security and technology expertise – typically conduct their own extensive testing in their actual operating environment. Based
on these successful testing and validation outcomes, Evolv Express has now been used to screen over 1 billion visitors and is used to
identify hundreds of firearms every day across the Company’s rapidly growing customer base. The Company’s team includes security
professionals who have served in leadership positions in the Central Intelligence Agency, Department of Homeland Security, Federal Bureau
of Investigation, Department of Defense, New York Police Department, Office of National Intelligence, Transportation Security Administration,
and United States Secret Service.
About Evolv Technology
Evolv Technology (NASDAQ: EVLV) is transforming
human security to make a safer, faster, and better experience for the world’s most iconic venues and companies as well as schools,
hospitals, and public spaces, using industry leading artificial intelligence (AI)-powered weapons detection and analytics. Its mission
is to transform security to create a safer world to work, learn, and play. Evolv has digitally transformed the gateways in places where
people gather by enabling seamless integration combined with powerful analytics and insights. Evolv’s advanced systems have scanned
more than 1 billion people, second only to the Department of Homeland Security’s Transportation Security Administration (TSA) in
the United States. Evolv has been awarded the U.S. Department of Homeland Security (DHS) SAFETY Act Designation as a Qualified Anti-Terrorism
Technology (QATT) as well as the Security Industry Association (SIA) New Products and Solutions (NPS) Award in the Law Enforcement/Public
Safety/Guarding Systems category. Evolv Technology®, Evolv Express®, Evolv Insights®, Evolv Cortex AI®, and Evolv Visual
Gun Detection™ are registered trademarks of Evolv Technologies, Inc. in the United States and other jurisdictions. For more information,
visit https://evolvtechnology.com.
Forward-Looking Statements Disclaimer
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release, other than statements of historical
fact, including, without limitation, statements regarding our expectations related to the SEC investigation and any impact on our business,
financial condition, results of operations, or liquidity, are forward-looking statements. The words “may,” “will,”
“should,” “expects,” “plans,” “anticipates,” “could,” “intends,”
“targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,”
“predicts,” “potential” or “continue” or the negative of these terms or other similar expressions
are intended to identify forward-looking statements though not all forward-looking statement use these word or expressions.
The forward-looking statements in this press release
are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future
events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements
involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements
to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements,
including, without limitation the important factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2022,
as any such factors may be updated from time to time in our other filings with the Securities and Exchange Commission, including our Quarterly
Reports on Form 10-Q. The forward-looking statements in this press release are based upon information available to us as of the date of
this press release, and while we believe such information forms a reasonable basis for such statements, it may be limited or incomplete,
and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available
relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
You should read this press release with the understanding
that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify
all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this
press release. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained
in this press release, whether as a result of any new information, future events or otherwise.
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