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 13, 2022
Intellicheck, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-15465 | | 11-3234779 |
(State or other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
200 Broadhollow Road, Suite 207, Melville, NY 11747
(Address of principal executive offices) (Zip code)
(516) 992-1900
(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 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 |
| Common Stock, $.001 par value | | IDN | | 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On June 13, 2022, Dr. Amelia Ruzzo notified the Chairman of the Board of Directors of Intellicheck, Inc. (the “Company”) that she was resigning as a member of the Board of Directors, effective June 13, 2022. Dr. Ruzzo’s resignation was due to her disagreement with the way the Company and the Board of Directors handled the process relating to the restatements of the financial statements for the quarterly periods ended March 31, 2021, June 30, 2021, September 30, 2021, and the year ended December 31, 2021. A copy of the correspondence delivered to the Company’s Chairman relating to Dr. Ruzzo’s resignation is attached as Exhibit 99.1 to this Form 8-K.
Dr. Ruzzo previously served as the Chair of the Company’s Nominating and Corporate Governance Committee.
With Dr. Ruzzo’s resignation, Mr. Guy Smith will serve as the chairman of the Nomination and Corporate Governance Committee.
Item 9.01 Financial Statements and Exhibits
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 thereunto duly authorized.
| Dated: June 17, 2022 | INTELLICHECK, INC. |
| | |
| | By: | /s/ Jeffrey Ishmael |
| | | Jeffrey Ishmael |
| | | Chief Financial Officer |
