lsyn_8k
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): September 29,
2021
LIBERATED SYNDICATION INC.
(Exact Name of Registrant as Specified in Its Charter)
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Nevada
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000-55779
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47-5224851
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(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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5001
Baum Boulevard, Suite 770
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15213
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Pittsburgh,
Pennsylvania
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(Zip
Code)
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(Address of Principal Executive
Offices)
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(412) 621-0902
(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 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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On September 29, 2021, the Board of Directors (the
“Board”) of Liberated Syndication Inc. (the
“Company”) appointed Jonathan Charak, as Chief
Financial Officer of the Company, effective September 29, 2021 (the
“Start Date”).
Prior to joining the Company in 2021, Mr. Charak, age 51, served
from January 2015 through September 2021 as a fractional CFO as an
employee of both Wiltshire Advisors, LLC and Level X Consulting,
Inc., serving multiple companies in a variety of industries
including renewable energy, cannabis, and telecommunications.
During this period, Mr. Charak also was a Co-Founder of CHH, LLC, a
real estate development company in the cannabis space. His primary
functions in these roles during this time period included capital
raising, capital allocation, mergers and acquisitions, business
development, investor relations, and financial planning and
analysis. From March 2008 through April 2014, Mr. Charak served as
Chief Financial Officer and Secretary to the Board at Telular
Corporation, a publicly traded Internet-of-Things business where he
helped grow total enterprise value by over 17x during his tenure
before the company was taken private through a private equity
buyout. Mr. Charak began his career in public accounting, serving
for nine years as a CPA and auditor for Arthur Andersen, LLP, where
he executed and managed numerous audit engagements for public and
private middle market companies across a variety of industries. Mr.
Charak is a Certified Public Accountant and received a
bachelor’s degree in Accounting from the Kelley School of
Business at Indiana University, Bloomington.
There is no arrangement or understanding between Mr. Charak and any
other person pursuant to which Mr. Charak was selected as the
Company’s Chief Financial Officer. Mr. Charak has no family
relationships with any director or executive officer of the
Company. In addition, Mr. Charak has no direct or indirect material
interest in any transaction required to be disclosed pursuant to
Item 404(a) of Regulation S-K.
On September 29, 2021, the Company and Mr. Charak entered into an
Employment Agreement (the “Agreement”), the terms of
which were approved by the Company’s Compensation Committee
(the “Committee”) and the Board.
The Agreement has an initial three-year term, ending on September
29, 2024 (the “Initial Term”), which is automatically
renewable for annual terms thereafter (each, a “Renewal
Term” and, together with the Initial Term, each a
“Term”). Mr. Charak will receive an annual base salary
for the first-, second- and third-year of the Initial Term of
$225,000, $240,000 and $260,000, respectively. On the Start Date,
Mr. Charak will receive an initial grant of 105,000 restricted
stock units (“RSUs”), of which 45,000 RSUs are
time-vested and 60,000 RSUs will vest based on the performance of
the Company’s stock. Within 60 days after the date the
Company files the last of all delinquent reports and reports
required to be amended under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), Mr. Charak will
receive 7,500 RSUs that will vest in equal installments over three
years from the grant date. If the Company files all delinquent
reports and reports required to be amended under the Exchange Act
on or before December 31, 2021, then within 60 days of the date
that the Company files the last of such reports, Mr. Charak will
receive an additional equity grant of 12,500 RSUs that will vest
immediately. For each calendar year during the Term, Mr. Charak is
eligible to receive cash incentive compensation (an “Annual
Discretionary Bonus”). Mr. Charak’s initial target
Annual Discretionary Bonus is 25% of his salary and will be
prorated for calendar year 2021 to reflect his partial year of
service.
Mr. Charak is also eligible to participate in the Company’s
retirement plans, health plans and all other employee benefits made
available by the Company. Mr. Charak is entitled to receive certain
severance payments in connection with a termination by the Company
without cause or by Mr. Charak for good reason. Mr. Charak also
agreed to customary confidentiality, non-competition and
non-solicitation provisions contained in the
Agreement.
The foregoing description of the terms of the Agreement is not
complete and is subject to, and qualified in its entirety by, the
terms of the Agreement. A copy of the Agreement is attached hereto
as Exhibit 10.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
Attached hereto as Exhibit 99.1 is a press release issued by the
Company on October 4, 2021 announcing Mr. Charak’s appointment as Chief
Financial Officer of the Company.
The information under Item 7.01 (including Exhibit 99.1) is
furnished pursuant to Item 7.01 and shall not be deemed filed for
purposes of Section 18 of the Exchange Act, or incorporated by
reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Employment
Agreement, dated as of September 29, 2021, between Liberated
Syndication Inc. and Jonathan Charak.
Press
Release, dated October 4, 2021.
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.
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LIBERATED
SYNDICATION INC.
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October 4,
2021
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By:
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/s/
Laurie A. Sims
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Laurie A. Sims
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President
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