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 8, 2021
Amplitude, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-40817 | | 45-3937349 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
201 Third Street, Suite 200
San Francisco, California 94103
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (650) 988-5131
Not Applicable
(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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Class A Common Stock, $0.00001 par value per share | | AMPL | | 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 2.02 Results of Operations and Financial Condition.
On November 9, 2021, Amplitude, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2021 (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished under this Item 2.02, 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 into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 8, 2021, the Company entered into an amended and restated employment agreement with Jennifer Johnson, the Company's Chief Marketing and Strategy Officer (the "Amended Employment Agreement"). The terms of the Amended Employment Agreement are substantially as described for the Company's named executive officers in the Company's final prospectus, dated September 21, 2021, filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act, as amended, on September 28, 2021, except that if Ms. Johnson's employment with the Company is terminated without Cause or Ms. Johnson resigns for Good Reason (as each is defined in the Amended Employment Agreement), Ms. Johnson will be entitled to receive, in addition to the severance benefits provided to the Company's other named executive officers, accelerated vesting of any of Ms. Johnson's unvested equity awards (except for any performance awards, which shall be governed by the terms of the applicable award agreement) for a period of an additional six months after such termination. The foregoing severance benefits are subject to Ms. Johnson's delivery of an executed release of claims against the Company and continued compliance with Ms. Johnson's confidentiality agreement with the Company.
The foregoing is only a summary of the material terms of the Amended Employment Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Amended Employment Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2021.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | AMPLITUDE, INC. |
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Date: November 9, 2021 | | | | By: | | /s/ Hoang Vuong Name: Hoang Vuong |
| | | | | | Title: Chief Financial Officer |
