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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): September 2, 2022
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. ☐
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Director
On September 2, 2022, David Orfao, a Class I Director and member of the Compensation Committee of the Board of Directors (the “Board”) of Evolv Technologies Holdings, Inc. (the “Company”), notified the Company of his resignation from the Board and the Compensation Committee of the Board, effective September 2, 2022. Mr. Orfao’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company thanks Mr. Orfao for his service to the Company and its shareholders. On September 2, 2022, the Board appointed Kimberly Sheehy, current Class III director, to the Compensation Committee of the Board to fill the vacancy resulting from Mr. Orfao’s resignation, effective September 2, 2022.
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.
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| Evolv Technologies Holdings, Inc. |
| | |
| Date: September 7, 2022 | By: | /s/ Peter George |
| Name: | Peter George |
| Title: | Chief Executive Officer |