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): May 3, 2023
Udemy, Inc.
(Exact name of Registrant as Specified in Its Charter)
| | | | | | | | | | | | | | |
| Delaware | 001-40956 | 27-1779864 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| | | | |
| 600 Harrison Street, 3rd Floor | |
| San Francisco, California | | 94107 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(415) 813-1710
(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 |
| Common Stock, $0.00001 par value per share | | UDMY | | The Nasdaq Stock Market LLC
(The Nasdaq Global Select 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 2.02. Results of Operations and Financial Condition
On May 3, 2023, Udemy, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2023. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The information in Item 2.02 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18. The information in Item 2.02 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On April 28, 2023, Llibert Argerich, the Company's Senior Vice President, Marketing, notified the Company of his resignation, effective May 31, 2023. The departure of Mr. Argerich is not related to any disagreement on matters regarding the Company’s operations, policies, or practices.
In connection with Mr. Argerich’s departure, the Company and Mr. Argerich have entered into a post-employment consulting agreement (the “Consulting Agreement”), which commences immediately following Mr. Argerich’s last day of employment, provided he remains continuously employed by the Company through May 31, 2023. The Consulting Agreement provides that Mr. Argerich will provide transitional advice and other assistance and in return will receive a monthly fee equal to his current salary plus reimbursement of COBRA premiums should he elect coverage. In addition, Mr. Argerich’s existing equity incentive awards will continue to vest during the term of the Consulting Agreement and he will continue to be deemed a “service provider” for purposes of the Company’s equity incentive plans. The Consulting Agreement expires on December 31, 2023 unless terminated earlier in accordance with its terms. The foregoing description of the Consulting Agreement is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.1 hereto.
This Current Report on Form 8-K, including the accompanying exhibits, contains “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties, including those described in the Company’s most recent Quarterly report on Form 10-Q and Annual Report on Form 10-K. Therefore, the Company’s actual results could differ materially from those expressed, implied or forecast in any such forward-looking statements. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this Current Report on Form 8-K, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| | | | | | | | |
Exhibit Number | | Description |
| | | |
| 99.1 | | |
| 10.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| | | UDEMY, INC. |
| | | |
| Date: | May 3, 2023 | By: | /s/ Sarah Blanchard |
| | | Sarah Blanchard
Chief Financial Officer |
