Form 8-K American Virtual Cloud For: Mar 01
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 1, 2021
American Virtual Cloud Technologies,
(Exact Name of registrant as Specified in Charter)
(Commission File Number)
1720 Peachtree Street,
(Address of principal executive offices)
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))
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value $0.0001 per share||AVCT||The Nasdaq Stock Market LLC|
|Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50||AVCTW||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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
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 1.01 Entry into a Material Definitive Agreement.
On March 4, 2021, American Virtual Cloud Technologies, Inc. (the “Company”) entered into a services agreement (the “Services Agreement”) with Navigation Capital Partners, Inc. (“NCP”), pursuant to which NCP agreed to provide capital market advisory services, debt advisory services and related modeling and consultations to the Company, for a fixed fee of $50,000 per month, commencing as of October 1, 2020. The Services Agreement is terminable by either party at any time upon at 30 days’ prior written notice to the other party. NCP is a significant stockholder of the Company that is affiliated with Lawrence E. Mock, Jr., the Chairman of the Company’s board of directors (the “Board”).
The foregoing description of the Services Agreement does not purport to be complete and are qualified in its entirety by reference to the full text of the Services Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 1, 2021, Suzanne Shank provided notice of her resignation as a member of the Board, effective as of that date. Ms. Shank’s resignation was not the result of any dispute or disagreement with the Company.
Also on March 1, 2021, the Board appointed Carolyn Byrd as a director, and as a member of the audit committee of the Board. Ms. Byrd, age 72, formed GlobalTech Financial, LLC (“GlobalTech”), a private company specializing in business process outsourcing and financial consulting, in 2000 and has since served as its Chairman and Chief Executive Officer. Prior to forming GlobalTech, Ms. Byrd had a long career with The Coca-Cola Company, where she was ultimately appointed Vice President, Chief of Internal Audits and Director of the Corporate Auditing Department. Ms. Byrd served as a Senior Account Officer at Citibank, N.A. prior to joining Coca-Cola. Ms. Byrd has served on the board of directors of Regions Financial Corporation (NYSE: RF) since 2010. She holds a Bachelor’s Degree in Economics and Business Administration from Fisk university and a Master’s Degree in Finance and Business Administration from the University of Chicago Graduate School of Business.
Item 8.01 Other Events.
On March 4, 2021, the Company issued a press release regarding the appointment of Ms. Byrd to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
|10.1||Services Agreement, dated as of March 4, 2021, between American Virtual Cloud Technologies, Inc., and Navigation Capital Partners, Inc.|
|99.1||Press release, dated March 4, 2021|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
|By: /s/ Thomas King|
|Name: Thomas H. King|
Title: Chief Financial Officer
Date: March 5, 2021
This Services Agreement (this "Agreement"), dated as of March 4, 2021, is by and between American Virtual Cloud Technologies, Inc., a Delaware corporation (“Company”), and Navigation Capital Partners, Inc., a Delaware corporation (“Consultant”).
1. Services. Company hereby purchases from Consultant, and Consultant agrees to provide to Company, the services (“Services”) described on the Statement of Work attached hereto as Schedule I, and in any additional Statement of Work which may be signed by both parties (each, a “Statement of Work”). Additional Services may be added in the future by attaching to this Agreement one or more Statements of Work executed by both parties. In the event of any conflict between any Statement of Work and this Agreement, this Agreement shall govern except to the extent the SOW explicitly supersedes the conflicting portion of this Agreement.
2. Representations and Warranties. Each party represents and warrants that: (i) it has the authority to enter into this Agreement and perform the services required of it hereunder; (ii) it will perform all services hereunder in a professional manner consistent with industry practices; and (iii) each party will comply with all applicable laws and regulations in carrying out its responsibilities hereunder.
3. Fees; Expenses. In consideration of Consultant providing the Services hereunder, Company shall pay to Consultant a fee of $50,000 per month (pro-rated for any partial month) during the term of this Agreement. In addition to the foregoing, Company shall reimburse Consultant for all travel other fees incurred by Consultant in performing Services hereunder; provided, that for any expense in excess of $1,000 Consultant shall obtain pre-approval from Company, either in an Statement of Work or separately, prior to incurring such expense.
4. Term. The term of this Agreement commenced on October 1, 2020 (the “Effective Date”), and shall continue in full force until such time as either party provides at least 30 days’ prior written notice of termination to the other party. In addition, either party shall be entitled to terminate this Agreement at any time in the event the other party (i) declares bankruptcy, or (ii) breaches any of its material obligations hereunder and fails to cure such breach within ten days from the date of receipt of written notice of such breach. Upon any termination of this Agreement, Company shall promptly pay all fees and reimburse Consultant for all expenses due and owing hereunder. Sections 3 through 11 of this Agreement shall survive any termination of this Agreement.
5. Intellectual Property. All trademarks, patents, copyrights and other intellectual property rights owned by either party on the date hereof shall continue to be owned solely by such party, and except as set forth herein, nothing in this Agreement shall be deemed to confer any rights to any such intellectual property on the other party. Consultant hereby assigns to the Company all right, title and interest in and to any work product created by Consultant, or to which Consultant contributes, pursuant to this Agreement (the “Work Product”), including all copyrights, trademarks and other intellectual property rights contained therein. Consultant agrees to execute, at the Company’s request and expense, all documents and other instruments necessary or desirable to confirm such assignment. In the event that Consultant does not, for any reason, execute such documents within a reasonable time of the Company’s request, Consultant hereby irrevocably appoints the Company as Consultant’s attorney-in-fact for the purpose of executing such documents on Consultant’s behalf, which appointment is coupled with an interest. If Consultant has any rights, including without limitation “artist’s rights” or “moral rights,” in the Work Product which cannot be assigned, Consultant agrees to waive enforcement worldwide of such rights against the Company. In the event that Consultant has any such rights, that cannot be assigned or waived, Consultant hereby grants to the Company an exclusive, worldwide, irrevocable, perpetual license to use, reproduce, distribute, create derivative works of, publicly perform and publicly display the Work Product in any medium or format, whether now known or later developed.
(a) Each party agrees to treat as confidential all non-public information of the other party, not to use such confidential information for any purpose other than to the limited extent necessary to perform under this Agreement and not to disclose such confidential information to any third party except as may be reasonably required pursuant to this Agreement and subject to confidentiality obligations at least as protective as those set forth herein. Without limiting the generality of the foregoing, each of the parties shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of confidential information disclosed to it by the other party, provided, however, that in no event shall such degree of care be less than reasonable in light of general industry practice. It is agreed and understood that neither party shall have obligation of confidentiality in respect of information known to the receiving party at the time of disclosure, information disclosed to the receiving party by a third party not known by the receiving party to be in breach of an obligation of confidentiality, information in the public domain at any time through no fault of the receiving party and/or information created by receiving party without use of the other party’s non-public information.
(b) Consultant acknowledges that it is aware, and that it will advise its employees and any other representatives who provide services hereunder or otherwise have access to any confidential information of the Company, that the United States securities laws prohibit the Consultant or any of such employees or other representatives who have received any material, non-public information regarding the Company from purchasing or selling securities of the Company on the basis of such information or from communicating such information to any other person who it is reasonably foreseeable may purchase or sell the securities of the Company on the basis of such information.
7. Independent Contractor. Consultant is an independent contractor and is solely responsible for all taxes, withholdings, and other similar statutory obligations, including, but not limited to, workers' compensation insurance; and Consultant agrees to defend, indemnify and hold the Company harmless from any and all claims made by any entity on account of an alleged failure by Consultant to satisfy any such tax or withholding obligations.
8. Indemnification. The Consultant shall indemnify and hold harmless the Company, its subsidiaries, affiliates, successors and assigns, and each of their officers, directors, agents, contractors, subcontractors and employees (collectively referred to as the “Indemnitees”), against and from any and all claims, liabilities, damages, fines, penalties or costs of whatsoever nature (including reasonable attorneys’ fees), arising out of or in any way connected with (a) the services provided by the Consultant pursuant to this Agreement (other than as a result of the bad faith, negligence or willful misconduct of the Company) or (b) the Consultant’s breach of this Agreement (or any representation or warranty of the Consultant hereunder).
9. Force Majeure. Neither party shall be liable to the other party for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies or power.
10. Governing Law. The rights and obligations of the parties under this Agreement shall be governed by the laws of the State of Delaware, without reference to conflict of law principles.
11. Miscellaneous. This Agreement supersedes all prior written or oral agreements between the parties regarding the subject matter hereof. Company shall be responsible for all sales taxes, use taxes and any other similar taxes and charges of any kind imposed by any federal, state or local governmental entity on the transactions contemplated by this Agreement, excluding taxes based solely upon Consultant’s income derived hereunder. The relationship between the parties under this Agreement is that of independent contractors rather than employment, and neither shall be, nor represent itself to be, the joint venture, franchiser, franchisee, partner, agent, employee or representative of the other party for any purpose whatsoever, and neither party shall be entitled to bind the other party. This Agreement may be executed in counterparts and by facsimile or scanned electronic signature, each of which shall constitute originals and all of which, when taken together, shall constitute the same original. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, but shall not be assignable by either party other than to an entity acquiring substantially all of its business and assuming all of its obligations. Any notice pursuant this Agreement shall be deemed effective one day after sending such notice to the applicable party’s principal business address, or via electronic mail to an executive officer of the applicable party. If any provision of this Agreement is held to be unenforceable or invalid for any reason, or if any governmental agency rules that any portion of this Agreement is illegal or contrary to public policy, the remaining provisions, to the extent feasible, will continue in full force and effect with such unenforceable or invalid provision to be changed and interpreted to best accomplish its original intent and objectives.
Agreed and Accepted as of the date first set forth above.
|AMERICAN VIRTUAL CLOUD||NAVIGATION CAPITAL PARTNERS, INC.|
|By:||/s/ Thomas H. King||By:||/s/ Ronald Coombs|
|Print Name:||Thomas H. King||Print Name:||Ronald Coombs|
|Title:||Chief Financial Officer||Title:||Chief Financial Officer|
|●||Capital market advisory services|
|●||Debt advisory services|
|●||Modeling and consultations related to the above|
AVC Technologies Appoints Carolyn Byrd to the Board of Directors
ATLANTA, March 04, 2021 (GLOBE NEWSWIRE) -- American Virtual Cloud Technologies, Inc. (NASDAQ: AVCT) (“AVC Technologies”) today announced the addition of Carolyn Byrd to its board of directors and audit committee, effective March 1, 2021. Ms. Byrd will be replacing Suzanne Shank, who will be stepping down.
Ms. Byrd most recently served as President of Coca-Cola Financial Corporation, from which she retired in 2000. During her tenure at The Coca-Cola Company, she was promoted to positions of increasing responsibility, including Manager of U.S. and Corporate Treasury, Vice President, Chief Internal Auditor and Director of Corporate Auditing. Since her retirement from The Coca-Cola Company, she formed a business process and financial consulting company called GlobalTech Financial, headquartered in Atlanta, Georgia.
Ms. Byrd has served on the Boards of Directors of several major corporations, including: Reliastar Financial Corporation, Freddie Mac, Popeyes Louisiana Kitchen, Inc., and Regions Financial Corporation. Mrs. Byrd has served on the Audit Committees on each of these corporations. She has chaired the Audit Committees of several and she currently chairs the Audit Committee of Regions Financial Corporation. Additionally, Ms. Byrd has served as Vice Chair of the Teachers Retirement System of Georgia; Audit Committee Chair of the Federal Home Loan Bank of Atlanta; and a member of Federal Reserve Bank of Atlanta Advisory Board.
“We are thrilled to welcome Carolyn to our Board. Her veteran Wall Street leadership, combined with her incredible financial acumen, will prove invaluable to our company and our future growth. We are all looking forward to working with and learning from Carolyn,” said Lawrence E. Mock, Jr., Chairman of the Board. “We would also like to thank Suzanne Shank for her service to the company and time on the board, and we wish her all the best in her future endeavors.”
About American Virtual Cloud Technologies
AVCT makes comprehensive and innovative cloud-based UCaaS, Cybersecurity, and IT solutions simple for over 900 enterprise customers, including 350+ managed service clients. Our mission is to be your single destination partner for the white-glove delivery of reliable and secure managed cloud services, hardware, and software.
For more information, visit www.avctechnologies.com.
PRESS / ANALYST CONTACT
American Virtual Cloud Technologies, Inc. Thomas King
+1 (404) 239-2863
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