Current Report Filing (8-k)
April 15 2022 - 4:19PM
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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):
April 12, 2022
Forge
Global Holdings, Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
001-39794 |
98-1561111 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
415 Mission St.
Suite 5510
San Francisco, California
(Address of principal executive offices) |
94105
(Zip Code) |
(415) 881-1612
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
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, $0.0001 par value per share |
|
FRGE |
|
NYSE |
Warrants, each exercisable for one share of common stock at an exercise price of $11.50 |
|
FRGE WS |
|
NYSE |
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.
(d) On April 12, 2022, based upon the recommendation of the Nominating
and Corporate Governance Committee of the Board of Directors (the “Board”) of Forge Global Holdings, Inc. (the “Company”),
the Board appointed James Herbert, II as a Class II director, with his initial term expiring at the Company’s 2024 annual meeting
of stockholders. In connection with Mr. Herbert’s appointment, and pursuant to the Company’s bylaws, the Board increased the
number of directors from seven to eight. In addition, the Board appointed Mr. Herbert to serve as a member of the Compensation Committee
of the Board on the same date.
Mr. Herbert founded First Republic Bank in 1985, serving as its Chairman and CEO before being appointed
Executive Chairman in March 2022. Previously, he was the founding CEO, President and a director of San Francisco Bancorp
from 1980 to 1985. He served as the Federal Reserve’s Twelfth District member of the Federal Advisory Council from 2018 to 2020
and was also a member of the U.S. Department of the Treasury’s Community Development Advisory Board. Mr. Herbert holds board/trustee
positions with the San Francisco Ballet Association (formerly Chair); Lincoln Center for the Performing Arts (Executive Committee), New
York; and The BASIC Fund. He is also Founder and Board Chair of Chelsea Factory, a New York arts and cultural center. Mr. Herbert served
as a trustee of Babson College from 2015 to 2021. He received his Bachelor of Science degree from Babson College in 1966 and his Master
of Business Administration degree from New York University in 1969.
Mr. Herbert’s compensation as a director will be consistent with
the compensation policies applicable to the Company’s other non-employee directors. The Company will enter into its standard form
of indemnification agreement with Mr. Herbert in connection with his appointment to the Board.
Mr. Herbert, through the James and Cecillia Herbert 1994 Revocable
Trust, purchased 75,000 shares of the Company’s common stock (for a purchase price of $750,000) in a private placement transaction
that closed on March 21, 2022 (the “PIPE Financing”), concurrently and in connection with the closing of the Company’s
business combination. Mr. Herbert’s transaction was on the same terms as the other investors who purchased shares in the PIPE Financing
pursuant to certain subscription agreements dated September 13, 2021.
Other than the above indemnification agreement and PIPE Financing transaction,
there are no other related party transactions between the Company and Mr. Herbert (or any of his immediate family members) requiring disclosure
under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Herbert and any other persons pursuant to
which he was appointed a director of the Company, and there are no family relationships between Mr. Herbert and any director or executive
officer of the Company.
A press release announcing Mr. Herbert's appointment to the Board is
attached as Exhibit 99.1 and is incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Exchange
Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Forge Global Holdings, Inc. |
|
|
Date: April 15, 2022 |
By: |
/s/ Kelly Rodriques |
|
Name: |
Kelly Rodriques |
|
Title: |
Chief Executive Officer |
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