false
0001805385
0001805385
2023-10-31
2023-10-31
0001805385
us-gaap:CommonClassAMember
2023-10-31
2023-10-31
0001805385
us-gaap:WarrantMember
2023-10-31
2023-10-31
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):
October 31, 2023
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 x
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. |
Director Resignations
On October 31, 2023, John Kedzierski,
previously designated to serve on the Board of Directors (the “Board”) of Evolv Technologies Holdings, Inc. (the “Company”),
pursuant to that certain Stockholder Agreement (the “Stockholder Agreement”) between NewHold Investment Corp. and Motorola
Solutions, Inc. (“Motorola”), notified the Board of his intention to step down from the Board, effective November 2,
2023. As previously disclosed by the Company, Motorola’s right to a director designee on the Board under the Stockholder Agreement
will continue until the expiration or termination of that certain Distributor Agreement, dated December 23, 2020, as amended and
restated from time to time (the “Distributor Agreement”), by and between the Company and Motorola, pursuant to which the Company
and Motorola agreed to integrate certain mutually agreed features and functionality with certain Company products.
On October 31, 2023, Alan Cohen notified the Board of his intention
to step down as Chairman of the Board and as a Class II director of the Board, including as a member of the Board’s Nominating
and Corporate Governance Committee and Technology Committee, effective November 2, 2023.
The foregoing resignations are not related to a disagreement with the
Company on any matter relating to the Company’s operations, policies or practices.
Director Appointments
On November 2, 2023, the Board, upon the recommendation of the
Board’s nominating and corporate governance committee, and pursuant to the Stockholder Agreement, appointed Rajan Naik, as Motorola’s
designee to fill the vacancy created by Mr. Kedzierski’s resignation to serve as a Class III director of the Board for
a term ending at the 2024 annual meeting of stockholders of the Company, effective November 2, 2023. In approving the appointment,
the Board concluded that Mr. Naik satisfies the independence requirements of the Nasdaq Stock Market and the Company’s Corporate
Governance Guidelines.
Mr. Naik, 51, has served as senior vice
president, Strategy & Ventures, for Motorola since 2016. He is responsible for the corporate strategy organization, mergers and
acquisitions, venture capital portfolio and competitive and market intelligence. Prior to joining Motorola, Mr. Naik was senior
vice president and chief strategy officer at Advanced Micro Devices and before that was a partner in the technology practice at McKinsey &
Company. Mr. Naik has served on the board of directors for CSG Systems International Inc. (Nasdaq: CSG) since August 2018. He
earned a bachelor’s degree in engineering from Cornell University and a doctorate in engineering from the Massachusetts Institute
of Technology. The Company believes Mr. Naik is qualified to serve on the Board based on his broad experience in strategy and technology
as well as extensive M&A experience having led over 25 acquisitions in the safety and security industry.
On November 2, 2023, the Board, upon the recommendation of the
Board’s nominating and corporate governance committee, appointed David Mounts Gonzales, to serve as a Class II director of
the Board and a member of the audit committee of the Board for a term ending at the 2026 annual meeting of stockholders of the Company,
effective November 2, 2023. In approving the appointment, the Board concluded that Mr. Gonzales satisfies the independence requirements
of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, the Nasdaq Stock Market, including those related to audit committee
membership, and the Company’s Corporate Governance Guidelines.
Mr. Gonzales, 60, retired from Inmar Intelligence, Inc. (“Inmar”)
in April 2022 and completed 6 months of transition, leaving Inmar in October 2022. He joined Inmar as Chief Executive Officer
in April 2010 and assumed the additional role of Chairman in February 2014. During his tenure he transformed Inmar from a small
business service company to a market leading data platform and software business for nearly 20,000 retail and healthcare companies. Mr. Gonzales
is currently a managing partner at Aero X Ventures, a venture fund focused on Advanced Air Mobility. Prior to joining Inmar, Mr. Gonzales
served as Executive Vice President of Supply Chain for Domino’s Pizza, Inc. (“Domino’s”) from October 2007
to April 2010. He also served as Domino’s Chief Financial Officer from 2005 to 2007. Mr. Gonzales was part of the leadership
team that transformed DPZ product taste, e-commerce, and supply chain. Prior to Domino’s, Mr. Gonzales held several positions
of increasing seniority during his 23-year tenure at UPS, which he joined in July 1983. Mr. Gonzales holds an MBA from The Wharton
School, University of Pennsylvania, and a Bachelor of Science from University of Nevada, Las Vegas. Mr. Gonzales previously served
on the boards of Papa Murphy’s Holdings, Inc. from 2014 to 2019 and Inmar Intelligence, Inc. from 2014 to 2022. He was
past Chairman of the Wharton Alumni Executive Board and currently serves on the Wharton Graduate Executive Board, the MyFutureNC Board,
and is an Advisor to Corridor Capital. He previously served on the Board of Visitors for the Wake Forest University School of Business,
and is a founding member of the Advisory Board for Wake Forest Innovation Quarter. The Company believes that Mr. Gonzales is qualified
to serve on the Board based on his broad experience and the executive leadership roles he has held.
Mr. Naik will not receive any compensation from the Company in
connection with his position on the Board. Mr. Gonzales will be entitled to compensation payable to the Company’s non-employee
directors pursuant to the Company’s non-employee director compensation policy, which, among other things, provides for: (i) an
annual cash retainer of $40,000 for serving on the Board; (ii) an annual cash retainer of $8,000 for serving on the audit committee;
and (iii) a prorated automatic initial restricted stock unit (“RSU”) award, granted on November 2, 2023 with a value
of $88,753, and an automatic annual RSU award with a value of $155,000, granted on the date of the Company’s next annual meeting
of stockholders, in each case vesting in full on the earlier to occur of (A) the first anniversary of the applicable grant date and
(B) the day immediately preceding the date of the next annual meeting following the grant date, subject to Mr. Gonzales’
continued service through the applicable vesting date. The cash retainers described above are paid quarterly in arrears and prorated for
partial service.
Each of Mr. Naik and Mr. Gonzales is expected to enter into
the Company’s standard form of indemnification agreement with the Company. Other than the Distributor Agreement and the designation
provisions of the Stockholder Agreement with respect to Mr. Naik, (i) there are no arrangements or understandings between either
Mr. Naik or Mr. Gonzales and any other person pursuant to which either was selected as a director, (ii) there are no family
relationships between either Mr. Naik or Mr. Gonzales and any director or executive officer of the Company, and (iii) neither
Mr. Naik nor Mr. Gonzales has any direct or indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
Appointment of New Chairman of the Board
In connection with Mr. Cohen’s resignation, the Board appointed
Neil Glat as Chairman of the Board to succeed Mr. Cohen and to the Board’s nominating and corporate governance committee, effective
November 2, 2023. Mr. Glat stepped down from the Board’s audit committee, effective November 2, 2023. Mr. Glat
has been a member of the Board since July 2021 and also serves on the Board’s investment committee and technology committee.
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: |
November 6, 2023 |
By: |
/s/ Peter George |
|
|
Name: |
Peter George |
|
|
Title: |
Chief Executive Officer |
v3.23.3
Cover
|
Oct. 31, 2023 |
Document Information [Line Items] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Oct. 31, 2023
|
Entity File Number |
001-39417
|
Entity Registrant Name |
Evolv Technologies Holdings, Inc.
|
Entity Central Index Key |
0001805385
|
Entity Tax Identification Number |
84-4473840
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
500
Totten Pond Road
|
Entity Address, Address Line Two |
4th Floor
|
Entity Address, City or Town |
Waltham
|
Entity Address, State or Province |
MA
|
Entity Address, Postal Zip Code |
02451
|
City Area Code |
781
|
Local Phone Number |
374-8100
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Common Class A [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Class A common stock, par value $0.0001 per share
|
Trading Symbol |
EVLV
|
Security Exchange Name |
NASDAQ
|
Warrant [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Warrants to purchase one share of Class A common stock
|
Trading Symbol |
EVLVW
|
Security Exchange Name |
NASDAQ
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassAMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_WarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Evolv Technologies (NASDAQ:EVLV)
Historical Stock Chart
From Jun 2024 to Jul 2024
Evolv Technologies (NASDAQ:EVLV)
Historical Stock Chart
From Jul 2023 to Jul 2024