Form 8-K - Current report

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): November 20, 2024

Mondee Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39943

88-3292448

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)



10800 Pecan Park Blvd Suite 400 Austin, Texas						78750
(Address of principal executive offices)						(Zip Code)

(866) 855-9630

(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


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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, $0.0001 par value per share

MOND

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 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 3.01 Notice of delisting or failure to satisfy a continued listing rule or standard; transfer of listing

On November 20, 2024, Mondee Holdings, Inc. (the “Company”) received a notification letter (the “Letter”) from the Listing Qualifications Department of the NASDAQ Stock Market LLC (“NASDAQ”) indicating that the Company is not in compliance with NASDAQ Listing Rule 5250(c)(1), as a result of the Company’s delay in filing its Periodic Report on Form 10-Q for the three month period ended September 30, 2024 (the “Form 10-Q”). The Form 10-Q was due on November 18, 2024, as extended by the Company’s filing of a Form 12b-25 on November 12, 2024. As previously announced, the delay in filing the Form 10-Q is a result of the Company’s inability to file the Form 10-Q without unreasonable effort or expense to the Company. The Letter has no immediate effect on the listing or trading of the Company’s Class A common stock, par value $0.0001 (the “Common Stock”) on the NASDAQ Global Select Market. The Letter stated that, under NASDAQ rules, the Company has 60 calendar days, or until January 20, 2025, to regain compliance or to submit a plan to do so, and that if a plan is submitted and accepted, NASDAQ could grant the Company an exception of up to 180 calendar days from the filing’s due date, or until May 19, 2025, to regain compliance. On November 25, 2024, the Company's Board of Directors (the “Board”) determined that the Company does not plan to submit a plan to regain compliance with NASDAQ rules and does not plan to appeal NASDAQ’s subsequent delisting of its Common Stock from NASDAQ.

On November 26, 2024, the Company issued a press release announcing the receipt of the Letter. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure provided in Item 5.02 of this Current Report on Form 8-K with respect to the Shares is hereby incorporated by reference into this Item 3.02. These Shares were issued in reliance upon the exemption from registration provided by Rule 506 of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), for transactions not involving a public offering.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Leave of Absence of Prasad Gundumogula as Chief Executive Officer

On November 21, 2024, Prasad Gundumogula informed the Board of his request to take a leave of absence as Chief Executive Officer (“CEO”) of the Company, effective as of November 25, 2024. The Board accepted Mr. Gundumogula’s request for leave of absence.

Appointment of Jesus Portillo as CEO and Member of the Board

In connection with Mr. Gundumogula’s leave of absence as CEO, on November 25, 2024, the Board has appointed Jesus Portillo to serve as CEO of the Company, effective as of November 25, 2024. In connection with Mr. Portillo’s appointment as CEO, the Company and Mr. Portillo entered into that certain Addendum Agreement (the “Portillo Amendment”), amending Mr. Portillo’s Employment Agreement with the Company, dated April 20, 2023, which was previously filed as Exhibit 10.34 to the Company’s Form 10-K for the fiscal year ended December 31, 2023 (the “Portillo Agreement”). Pursuant to the Portillo Amendment, Mr. Portillo will also be appointed as a member of the Board, effective November 25, 2024.

Pursuant to the Portillo Amendment, Mr. Portillo will: (i) retain his current duties and responsibilities as Chief Financial Officer of the Company; (ii) report directly to the Board; (iii) carry out the duties and responsibilities normally incidental to the position of CEO, as well as such additional duties as may be assigned by the Company or the Board; (iv) Mr. Portillo shall have final signatory authority on behalf of the Company and will have final authority to bind the Company as to any written instruments or legal documents; and (v) Mr. Portillo shall be appointed as a director to the Board.

In connection with Mr. Portillo’s appointment as a member of the Board, Mr. Portillo is eligible to receive compensation under the Company’s Board Services Agreement (the “Board Services Agreement”), a form of which was filed as Exhibit 10.13 to the Company’s Form 8-K filed with the SEC on July 20, 2022. However, Mr. Portillo has chosen to waive compensation under the Board Services Agreement. Pursuant to the Portillo Amendment, Mr. Portillo shall receive: (i) an increased annualized base salary of $500,000 (the “Base Salary”); (ii) an award of 600,000 shares of Common Stock, par value $0.0001 per share, which shall vest immediately (the “Shares”); (iii) a retention bonus of $450,000, payable in equal installments commencing on the first pay period after execution of the Portillo Amendment and continuing over the next 5 pay periods.

The Portillo Amendment provides that, in the event that Mr. Portillo is terminated by the Company without Cause (as defined in the Portillo Agreement) or by Mr. Portillo for Good Reason (as defined in the Portillo Agreement) (each, a “Qualifying Termination”) in the first 12 months after execution of the Portillo Amendment, the Company is obligated to make severance payments to Mr. Portillo in an aggregate amount equal to 24-months worth of (i) Mr. Portillo’s Base Salary and (ii) health insurance premium reimbursements in the event Mr. Portillo elects to continue coverage for himself and his dependents under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). If a Qualifying Termination occurs after the 12 month period following execution of the Portillo Amendment, the Company is obligated to make severance payments to Mr. Portillo in an aggregate amount equal to 12-months worth of (i) Mr. Portillo’s Base Salary for the year in which such termination occurs and (ii) health insurance premium reimbursements in the event Mr. Portillo elects to continue coverage for himself and his dependents under the Company’s group health plans pursuant to COBRA.

The selection of Mr. Portillo to serve as the CEO was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Portillo and any director or executive officer of the Company, and there are no transactions between Mr. Portillo and the Company that would be required to be reported under Item 404(a) of Regulation S-K, other than (i) the Portillo Agreement, which was previously filed as Exhibit 10.34 to the Company's Form 10-K for the fiscal year ended December 31, 2023 and (ii) the standard form of indemnification and advancement agreement between the Company and Mr. Portillo, which was previously reported in the Company's Current Report on Form 8-K, filed April 20, 2023, and a form of which was filed as Exhibit 10.15 to the Company's Form 10-K for the fiscal year ended December 31, 2023.

The foregoing summary of the Portillo Amendment does not purport to be complete and is qualified in its entirety by reference to the Portillo Amendment, attached hereto as Exhibit 10.1 and incorporated herein by reference.

For more information on Mr. Portillo’s biography and any related party transactions, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (including the information incorporated by reference therein from our Definitive Proxy Statement on Schedule 14A for our 2024 Annual Shareholders Meeting, filed with the Securities and Exchange Commission on April 29, 2024).

Item 7.01 Regulation FD Disclosure

On November 26, 2024, the Company issued a press release announcing the changes above. The press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

The information in this report furnished pursuant to Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references the information furnished pursuant to Item 2.02 of this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.	Description
10.1+	Addendum Agreement to Employment Agreement by and between the Company and Jesus Portillo, dated November 25, 2024	Filed herewith
99.1	Press Release dated November 26 , 2024	Furnished herewith
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
+	Indicates management contract or compensatory plan or arrangement.

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.



	MONDEE HOLDINGS, INC.

Dated: November 26, 2024

	By:	/s/ Jesus Portillo
		Name: Jesus Portillo Title: Chief Executive Officer and Chief Financial Officer

November 25, 2024

Jesus Portillo 10800 Pecan Park Blvd., #400

Austin, TX 78750

Re: Addendum Agreement to Employment Agreement

Dear Jesus:

This letter is a formal addendum (“Addendum Agreement”) to the Employment Agreement dated April 18, 2023 (the “Employment Agreement”), and in particular Section 17 of the Employment Agreement, between you and Mondee Holdings, Inc., a Delaware corporation (the “Company”). Other than as modified herein, the terms and conditions, as well as the Parties' rights and responsibilities, in the Employment Agreement will remain in full force and effect.

Upon your execution of this Addendum Agreement, the Employment Agreement shall be modified as follows:

•Section 1 of the Employment Agreement shall be modified to state that effective November 25, 2024, you shall serve as the Company’s Chief Executive Officer (“CEO”) and be appointed as a member of the Company’s Board of Directors (the “Board”) but will also retain your current duties and responsibilities and also serve as active Chief Financial Officer of the Company. In such capacities, you will report directly to the Board. As CEO, your duties and responsibilities shall include those normally incidental to the position of CEO, as well as such additional duties as may be assigned by the Company or the Board. In addition to your other duties and responsibilities as CEO, you shall have final signatory authority on behalf of the Company and will have final authority to bind the Company as to any written instruments or legal documents;

•Section 3(a) of the Employment Agreement shall be modified to state that effective November 25, 2024, you will be paid an annualized base salary of Five Hundred Thousand Dollars ($500,000), payable in substantially equal installments in conformity with the Company’s customary payroll practices;

•Section 3(e) shall be added to state that:

“Stock Award. On November 25, 2024, the Company shall issue Executive 600,000 shares of the Company’s common stock, par value $0.0001 per share, and such shares shall immediately and fully vest as of the date of issuance (the “Award”). Executive acknowledges that notwithstanding anything else contained herein, the Award granted hereunder is being issued to Executive in a private placement in reliance on Rule 506 of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). In accepting the Award, Executive represents that Executive is an “Accredited Investor” (as that term is defined in Rule 501 of Regulation D) and understands that the shares will be subject to restrictions on transfer in accordance with the requirements of the Securities Act.”;

•Section 3(f) shall be added to state that:

“Retention Bonus. Effective November 25, 2024, you shall be eligible for a Retention Bonus in the gross amount of Four Hundred Fifty Thousand Dollars and No Cents ($450,000), in equal installments commencing on the first pay period after your execution of this Addendum Agreement and continuing over the next five (5) pay periods.” and

•The severance entitlements set forth in Section 7 of the Employment Agreement shall be modified such that, for a period of twelve (12) months after the date on which you execute this Addendum Agreement, you shall by entitled, under the terms and as otherwise provided for in the Employment Agreement, to twenty-four (24) months severance pay based on your Base Salary of $500,000; after the expiration of twelve (12) months after the date on which you execute this addendum agreement, you shall be entitled, under the terms and as otherwise provided for in the Employment Agreement, to twelve (12) months severance pay based on your then current annual rate of pay.

By execution of this letter/addendum, you agree with its terms. You further agree that nothing herein constitutes a substantial diminution of your current duties and responsibilities and that this letter/addendum does not otherwise trigger the “Good Reason” provisions of Section 7(c)(i) of the Employment Agreement.

EXECUTIVE

/s/ Jesus Portillo

Name: Jesus Portillo

MONDEE HOLDINGS, INC.

By: /s/ Prasad Gundumogula

Name: Prasad Gundumogula

Title: Chairman of the Board

Mondee Announces Receipt of Non-Compliance Letter from Nasdaq; Prasad Gundumogula takes leave of absence as CEO; Mondee Appoints Jesus Portillo as CEO

AUSTIN, Texas, November 26, 2024 - Mondee Holdings, Inc. (Nasdaq: MOND) (“Mondee” or the “Company”), a leading travel marketplace and artificial intelligence (AI) technology company, announced today that the Company received a notification letter from the Listing Qualifications Department of the NASDAQ Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of reports with the U.S. Securities and Exchange Commission. The November 20, 2024 letter was sent as a result of the Company’s delay in filing its Quarterly Report on Form 10-Q for the three month period ended September 30, 2024 (the “Form 10-Q”).

The Nasdaq notice has no immediate effect on the listing or trading of the Company’s Class A common stock (the “Common Stock”) on the Nasdaq Capital Market.

Under the Nasdaq rules, the Company has 60 days from the date of the notice to submit a plan to Nasdaq to regain compliance with Nasdaq’s listing rules. If a plan is submitted and accepted, the Company could be granted up to 180 days from the Form 10-Q’s due date to regain compliance. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel. This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.

Notwithstanding the foregoing, on November 25, 2024, the Company’s Board of Directors (the “Board”) determined that the Company does not plan to submit a plan of compliance to Nasdaq to regain compliance with Nasdaq’s listing rules and does not plan to appeal Nasdaq’s subsequent delisting of its Common Stock from Nasdaq.

Prasad Gundumogula takes leave of absence as CEO; Mondee Appoints Jesus Portillo as CEO

On November 21, Prasad Gundumogula informed the board of directors of the Company that he would be taking a leave of absence as Chief Executive Officer (“CEO”) of the Company, effective as of November 25, 2024. Mr. Gundumogula will continue to serve as a director and chairman of the Company’s Board.

On November 21, 2024, the Board appointed Jesus Portillo as the Company’s CEO and a member of the Board, effective as of November 25, 2024. Mr. Portillo will retain his current duties and responsibilities as Chief Financial Officer of the Company.

About Mondee Holdings, Inc. and Subsidiaries

Established in 2011, Mondee is a leading travel marketplace and artificial intelligence (AI) technology company with its headquarters based in Austin, Texas. The Company operates 21 offices globally across the United States and Canada, Brazil, Mexico, India, and Greece. Mondee is driving change in the leisure and corporate travel sectors through its broad array of innovative solutions. Available both as an app and through the web, the Company’s platform processes over 50 million daily searches and generates a substantial transactional volume annually. Mondee

Marketplace includes access to Abhi, one of the most powerful and fully integrated AI travel planning assistants in the market. Mondee’s network and marketplace include approximately 65,000 travel experts, 500+ airlines, and over one million hotels and vacation rentals, 30,000 rental car pickup locations, and 50+ cruise lines. The Company also offers packaged solutions and ancillary offerings that serve its global distribution. On July 19, 2022, Mondee became publicly traded on the Nasdaq Global Market under the ticker symbol MOND.

Forward-Looking Statements:

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements can be identified by words such as: “believe,” “could,” “may,” “expect,” “intend,” “potential,” “plan,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding the Company’s future growth, performance, business prospects and opportunities, strategies, expectations, future plans and intentions or other future events. Such forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

Management believes that these forward-looking statements are reasonable as and when made. However, the Company cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, the ability to implement business plans and forecasts, the outcome of any legal proceedings that may be instituted against the Company or others and any definitive agreements with respect thereto, the ability of the Company to grow and manage growth profitably, retain management and key employees, and maintain relationships with our distribution network and suppliers, the ability of the Company to maintain compliance with Nasdaq’s listing standards, the expected changes to the Company’s capital structure, and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and Quarterly Report on Form 10-Q for the three months ended June 30, 2024 filed with the U.S. Securities and Exchange Commission (the “SEC”), and in the Company’s subsequent filings with the SEC. There may be additional risks that the Company does not presently know of or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. In light of the significant uncertainties in these forward-looking statements, you should not rely upon forward-looking statements as predictions of future events. Except as required by law, Mondee undertakes no obligation to update publicly any forward-looking statements for any reason.

Cover	Nov. 20, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 20, 2024
Entity Registrant Name	Mondee Holdings, Inc
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39943
Entity Tax Identification Number	88-3292448
Entity Address, Address Line One	10800 Pecan Park Blvd
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78750
City Area Code	866
Local Phone Number	855-9630
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	MOND
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001828852
Amendment Flag	false