UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2023
Commission File Number: 001-40692
Riskified Ltd.
(Translation of the registrant's name into English)
Riskified Ltd.
Europe House
Sderot Sha’ul HaMelech 37
Tel Aviv-Yafo, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXPLANATORY NOTE
On May 17, 2023, Riskified Ltd. issued a press release regarding its financial results for the three months ended March 31, 2023. The Company will hold a conference call regarding such results today, May 17, 2023, at 8:30 a.m. Eastern Time. A copy of the press release is furnished as Exhibit 99.1 hereto.
Other than as indicated below, the information in this Form 6-K (including in 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 (the "Securities Act"), or the Exchange Act.
The U.S. GAAP ("GAAP") financial information contained in the (i) consolidated balance sheets, (ii) consolidated statements of operations and (iii) consolidated statements of cash flows included in the press release attached as Exhibit 99.1 to this Report on Form 6-K and the information set forth under the caption “Legal Proceedings” below are hereby incorporated by reference into the Company’s Registration Statements on Form S-8 (File Nos. 333-258461, 333-265150 and 333-270006).
Legal Proceedings
In May 2022, a putative securities class action complaint was filed in federal court in the United States by certain of our shareholders against us, certain of our current and former officers and directors, and our underwriters alleging violations of the Securities Act in connection with our IPO-related disclosures, and seeking unspecified damages. The lawsuit is captioned In re Riskified Ltd. Securities Litigation, 22 Civ. 3545 (DLC) (S.D.N.Y.). Plaintiffs filed an amended complaint on September 15, 2022. We moved to dismiss the amended complaint on October 28, 2022, and briefing has now been completed and the motion is pending before the Court. We believe the lawsuit is without merit and intend to defend the case vigorously. As of the date hereof, we are unable to estimate a range of loss, if any, that could result were there to be an adverse final decision in this case and an estimated liability has not been recorded in our financial statements.
EXHIBIT INDEX
The following exhibit is furnished as part of this Form 6-K:
Exhibit No. | Description | |||||||
99.1 |
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.
Riskified Ltd. | |||||||||||
(Registrant) | |||||||||||
By: | /s/ Eido Gal | ||||||||||
Date: May 17, 2023 | Name: | Eido Gal | |||||||||
Title: | Chief Executive Officer |