UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
|
Date of Report (Date of earliest event reported): March 22, 2024 |
Palladyne AI Corp.
(Exact name of Registrant as Specified in Its Charter)
| | | | |
Delaware | 001-39897 | 85-2838301 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| | | | |
650 South 500 West, Suite 150 | |
Salt Lake City, Utah | | 84101 |
(Address of Principal Executive Offices) | | (Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: (888) 927-7296 |
(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, par value $0.0001 per share | | STRC | | The Nasdaq Stock Market LLC |
Redeemable warrants, exercisable for shares of Common Stock at an exercise price of $69.00 per share | | STRCW | | 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed by Palladyne AI Corp. (the “Company”) in a current report on Form 8-K filed on March 6, 2024, Andrew Hamer ceased to be Chief Financial Officer of the Company and its subsidiaries (the “Company Group”) on March 5, 2024 and ceased being an employee on March 8, 2024 (the “Separation Date”).
In furtherance of the terms of Mr. Hamer's employment agreement with the Company and Sarcos Corp. effective as of October 9, 2022 (the “Employment Agreement”) and the Retention Bonus Opportunity letter between Sarcos Corp. and Mr. Hamer dated as of January 19, 2024 (the “Retention Letter”), the Company, Sarcos Corp., and Mr. Hamer have entered into a Separation Agreement and Release (the “Separation Agreement”), that became effective on March 22, 2024. Pursuant to the Separation Agreement, Mr. Hamer will receive the following benefits, which include payments in full satisfaction of the severance benefits provided by the Employment Agreement:
•an aggregate amount of $202,500, less applicable withholdings (the “Severance Payment”), to be paid in approximately equal installments on the Company’s regular payroll dates for a period of six (6) months following the Separation Date;
•a lump sum payment in the aggregate amount of $202,500, less applicable withholdings; and
•direct payment of the premium costs to continue health coverage for Mr. Hamer and his dependents under the Consolidated Omnibus Reconciliation Act of 1985 as amended, or COBRA, or taxable monthly payments in lieu thereof equal to such premium costs, in either case, for up to six (6) months following the Separation Date, unless Mr. Hamer and his dependents become covered under similar plans or are no longer eligible for continuation coverage under COBRA.
In addition, if a Change in Control (as defined in the Employment Agreement) occurs during the period beginning on the Separation Date and ending three (3) months after the Separation Date, Mr. Hamer will be entitled to the following additional benefits:
•Mr. Hamer will no longer receive the Severance Payment described above and will instead receive a lump sum severance payment in the amount of $405,000, less the gross amount of any payments already made as part of the Severance Payment and less applicable withholdings;
•a lump sum bonus severance payment equal to $202,500, less applicable withholdings; and
•acceleration of vesting of Mr. Hamer’s outstanding equity awards that were unvested as of the Separation Date, with equity awards subject to vesting based on achievement of performance criteria vesting as to one hundred percent (100%) of the amount of the award and assuming the performance criteria had been achieved at target levels for the performance period, unless otherwise provided in the applicable award agreement.
In exchange for these benefits, and as required by his Employment Agreement, Mr. Hamer has agreed to a general release of the Company and its affiliates and the other terms of the Separation Agreement.
The foregoing description of the Separation Agreement is qualified in its entirety by the full text of the Separation Agreement filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| |
* | Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
SIGNATURE
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.
| | | |
| | | Sarcos Technology and Robotics Corporation |
| | | |
Dated: | March 26, 2024 | By: | /s/ Stephen Sonne |
| | Name: Title: | Stephen Sonne
Chief Legal Officer & Secretary |
