UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 27, 2023
WESTERN ACQUISITION VENTURES CORP.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | | 001-42124 | | 86-3720717 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
| 42 Broadway, 12th Floor | | |
| New York, NY | | 10004 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (310) 740-0710
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 | | Name of each exchange on which registered |
| Units, each consisting of one share of common stock and one redeemable warrant | | WAVSU | | The NASDAQ Stock Market LLC |
| Common stock, par value $0.001 per share | | WAVS | | The NASDAQ Stock Market LLC |
| Redeemable warrants, each exercisable for a share of common stock at an exercise price of $11.50 per share | | WAVSW | | 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 x
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.
(a) Resignations of Directors
Each of Stephen Christoffersen, William Lischak, Ade Okunabi, Robin Smith and Adam Stern, constituting the entire Board of Directors, resigned effective December 28, 2023. Each of the resignations was precipitated by the potential excise tax payable under the Inflation Reduction Act and their potential liability if the Company were unable to pay it at the time the tax is due, and not as a result of any disagreements with the Company or any matter relating to the Company’s operations, policies, or practices.
(b) Resignation of Officers
The Company has accepted Stephen Christoffersen’s resignation from his position as Chief Executive Officer of the Company, effective December 27, 2023 . Mr. Christoffersen’s resignation was precipitated by the potential excise tax payable under the Inflation Reduction Act and his potential liability if the Company were unable to pay it at the time the tax is due, and not as a result of any disagreements with the Company or any matter relating to the Company’s operations, policies, or practices and, for one day, remained as a member of the Board of Directors of the Company following his resignation as Chief Executive Officer of the Company.
The Company has accepted William Lischak’s resignation from his position as Chief Financial Officer of the Company, effective December 27, 2023 . Mr. Lischak’s resignation was precipitated by the potential excise tax payable under the Inflation Reduction Act and his potential liability if the Company were unable to pay it at the time the tax is due, and not as a result of any disagreements with the Company or any matter relating to the Company’s operations, policies, or practices and, for one day, remained as a member of the Board of Directors of the Company following his resignation as Chief Financial Officer, Treasurer, and Secretary of the Company.
(c) Appointment of Officer
The Company has appointed James P. McCormick, 57, to serve as the Chief Executive Officer, Chief Financial Officer, Treasurer, and Secretary of the Company, effective immediately upon the acceptance of Mr. Christoffersen’s and Mr. Lischak’s resignations as executive officers. Mr. McCormick previously served as Chief Operating Officer and Chief Financial Officer of KushCo Holdings Inc. from August 2017 to January 2019 and CEO of Ignite International Inc. from February 2019 to December 2019. Mr. McCormick has also served as a management consultant for UMBRLA, Inc. from December 2019 to September 2020, Redbird Bioscience from April 2021 to August 2021, Cars & Credit Master from November 2021 to December 2022, Abstrax Tech Inc. from January 2023 to April 2023, and Thought Leaders, Inc. since April 2023. Mr. McCormick had no affiliation with the Company prior to his appointments.
(d) Appointment of Director
The Company, by unanimous written consent, has elected Mr. McCormick, as described above, to serve on the Board of Directors, effective December 28, 2023. Mr. McCormick’s term will expire at the Company’s next annual meeting of stockholders.
(e) Compensatory Arrangements; Non-disclosure Agreement
The finalization of certain elements of Mr. McCormick’s compensation package, including the specific grant date and terms of the equity awards and the details of any other potential incentive compensation arrangements, is still pending final negotiation and Board approval. The Company expects to finalize and report on Mr. McCormick’s complete compensation package through a subsequent filing.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | | Description |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | WESTERN ACQUISITION VENTURES CORP. |
| | | |
| Date: January 3, 2024 | By: | /s/ James P McCormick |
| | | James P. McCormick, President and CEO |
