Current Report Filing (8-k)
July 25 2022 - 4:02PM
Edgar (US Regulatory)
0001353538
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0001353538
2022-07-21
2022-07-21
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xbrli:shares
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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): July
21, 2022
Appgate,
Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
000-52776 |
|
20-3547231 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification) |
2 Alhambra Plaza, Suite PH-1-B, Coral Gables, FL
33134
(Address of principal executive offices) (Zip Code)
(866) 524-4782
(Registrant’s telephone number, including area code)
___________
(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 (see General Instruction
A.2. below):
☐ |
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 |
N/A |
|
N/A |
|
N/A |
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 2.05. | Costs Associated with Exit or Disposal Activities. |
In order to align its strategy with market conditions
to support its long-term success, Appgate, Inc., a Delaware corporation (the “Company,” “we,” “us”
or “our”), committed to a reduction in force (the “Reduction”), comprising approximately an aggregate
of 130 employees and contractors (approximately 22% of our workforce). We commenced the Reduction on July 21, 2022 upon notification to
certain affected employees and contractors, and we completed notification of all affected employees and contractors on July 25, 2022.
The Reduction has now been substantially completed. In connection with the Reduction, we estimate that we will incur approximately $1.7
million of costs and expenses, primarily comprising severance and termination-related costs, which we expect to recognize in the third
quarter of 2022.
Forward-Looking Statements
This Item 2.05 contains forward-looking statements
that are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation
Reform Act of 1995, as amended. Forward looking statements are statements that are not historical facts. Words such as “expects,”
“believes,” “will,” “may,” “anticipates,” “intends,” “plans,”
“estimates,” “seek,” “predict,” “project,” “potential” or the negatives of
these terms or variations of them or similar expressions are intended to identify forward-looking statements. These statements include,
but are not limited to, statements regarding the anticipated benefits of the Reduction, the anticipated timing and details of the reduction
in workforce and expected charges and costs associated with the reduction in workforce that we expect to incur. These statements are based
on current expectations, estimates and projections about our business based, in part, on assumptions made by management, and are subject
to a number of risks and uncertainties. Factors that could cause actual results to differ materially from current expectations include
possible changes in the expected costs and charges associated with the Reduction, and risks associated with our ability to achieve the
expected benefits of the Reduction and realignment of our resources. Additionally, these forward-looking statements should be considered
in conjunction with the cautionary statements and risk factors described in our Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 31, 2022, as updated by any subsequent filings which we make with the SEC.
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.
Dated: July 25, 2022 |
Appgate, Inc. |
|
|
|
|
By: |
/s/ Barry Field |
|
|
Barry Field |
|
|
Chief Executive Officer |
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