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 04, 2024 |
ContextLogic Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-39775 | 27-2930953 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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2648 International Blvd., Ste 115 |
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Oakland, California |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: (415) 965-8476 |
N/A |
(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:
Securities registered pursuant to Section 12(b) of the Act:
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| Trading |
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Class A Common Stock, $0.0001 par value |
| LOGC |
| Nasdaq Global Select Market |
Preferred Stock Purchase Rights |
| N/A |
| 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 November 7, 2024, ContextLogic Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter and nine months ended September 30, 2024. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 4, 2024, the Board of Directors of the Company approved an amended and restated form of indemnification agreement to be entered into with each of the Company’s directors and officers and others from time-to-time hereafter to be determined (the “Indemnification Agreement”) and on November 6, 2024, the Company entered into the Indemnification Agreement with each of the Company’s current directors and officers. The Indemnification Agreement will replace the existing indemnification agreements in place with the Company’s directors and officers. The Indemnification Agreement has been updated to provide, among other related changes, that the Company shall obtain and maintain in effect one or more policies of insurance during the entire period for which the Company is obligated to indemnify an indemnitee under the Indemnification Agreement. The Indemnification Agreement continues to provide for, among other things, indemnification against liabilities relating to their service as directors and/or officers of the Company to the fullest extent permitted by law.
The foregoing summary of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Indemnification Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
The information set forth in Item 2.02 above and in Exhibit 99.1 to this Current Report on Form 8-K is incorporated herein by reference. The Company announces material information to the public about the Company and other matters through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, and the investor relations section of its website (ir.contextlogicinc.com) in order to achieve broad, non-exclusionary distribution of information to the public and for complying with its disclosure obligations under Regulation FD.
The information furnished pursuant to Item 2.02 and Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
Press release issued by ContextLogic Inc. on November 7, 2024 | ||
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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 hereunto duly authorized.
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| ContextLogic, Inc. |
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Date: | November 7, 2024 | By: | /s/ Rishi Bajaj |
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| Rishi Bajaj |
