UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 3, 2022
Innovid Corp.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-40048 | | 87-3769599 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
30 Irving Place, 12th Floor
New York, NY 10003
(Address of principal executive offices) (Zip Code)
(212) 966-7555
(Registrant’s telephone number, include area code)
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:
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| ☐ | 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)) |
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| 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 | | CTV | | New York Stock Exchange |
| Warrants to purchase one share of common stock, each at an exercise price of $11.50 per share | | CTVWS | | New York Stock Exchange |
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. ☐
As previously reported in a Current Report on Form 8-K on March 3, 2021 (the “Original Filing”), Innovid Corp. (the “Company”) completed its acquisition (the “Acquisition”) of TV Squared Limited, a private company limited by shares incorporated under the laws of Scotland (“TV Squared”) pursuant to a Stock Purchase Agreement (the “SPA”) with TV Squared, the stockholders of TV Squared set forth on Annex I of the SPA (collectively, the “Sellers”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as security holders representative.
This Current Report on Form 8-K/A amends the Original Filing to include the financial statements and pro forma information required by Item 9.01.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The audited consolidated financial statements of TV Squared and its subsidiaries as of and for the year ended December 31, 2021 and the related notes thereto are filed herewith as Exhibit 99.1. The consent of TV Squared's independent accountant is filed as Exhibit 23.1 to this Form 8-K/A and is incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial information for the year ended December 31, 2021 and the notes to the unaudited pro forma condensed combined financial information, all giving effect to the Acquisition, are filed herewith as Exhibit 99.2
(d) Exhibits
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| Exhibit No | | Description |
| 23.1 | | |
| 99.1 | | |
| 99.2 | | |
| 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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| INNOVID CORP. | | |
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| Date: May 9, 2022 | By: | /s/ Tanya Andreev-Kaspin | | |
| Name: | Tanya Andreev-Kaspin | | |
| Title: | Chief Financial Officer | | |
