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”).
In connection with his appointment as Chief Financial Officer and
in accordance with his Employment Agreement, dated as of September
29, 2021, between the Company and Mr. Charak, Mr. Charak received
105,000 restricted stock units (“RSUs”) from the
Company as of the Start Date. Under the Restricted Stock Unit Award
Agreement, dated as of the Start Date, between the Company and Mr.
Charak (the “Time-Based RSU Agreement”), Mr. Charak was
awarded 45,000 RSUs, of which 10,000 RSUs vest on September 29,
2022 (the “First Anniversary”), 15,000 RSUs vest on
September 29, 2023 (the “Second Anniversary”), and
20,000 vest on September 29, 2024 (the “Third
Anniversary”). Under the Time-Based RSU Agreement, if at any
time on or following the First Anniversary the Company ceases to be
current for purposes of its reporting obligations under Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), prior to the vesting of the RSUs,
then the Time-Based RSU Agreement terminates and all remaining
unvested RSUs shall be forfeited.
Under the Restricted Stock Unit Award Agreement, dated as of the
Start Date, between the Company and Mr. Charak (the “Stock
Price-Based RSU Agreement” and, together with the Time-Based
RSU Agreement, the “RSU Agreements”), Mr. Charak was
awarded 60,000 RSUs, of which (i) 10,000 RSUs vest upon the
Company’s common stock trading at or above $7.50 per share
for 30 consecutive trading days beginning on the Start Date and
ending on or before the First Anniversary, ending after the First
Anniversary and on or before the Second Anniversary, or ending
after the Second Anniversary and on or before the Third
Anniversary, (ii) 20,000 RSUs vest upon the Company’s common
stock trading at or above $10.00 per share for 30 consecutive
trading days beginning on the Start Date and ending on or before
the Second Anniversary, on the Second Anniversary; or ending after
the Second Anniversary and on or before the Third Anniversary, on
the Third Anniversary, or (iii) 30,000 RSUs vest upon the
Company’s common stock trading at or above $15.00 per share
for 30 consecutive trading days, beginning on the Start Date and
ending on or before the Third Anniversary, on the Third
Anniversary.
Upon the occurrence of a Change of Control (as defined in the
applicable RSU Agreement), the RSUs under each RSU Agreement shall
immediately vest. Upon the vesting of any RSUs, Mr. Charak shall
receive one share of the Company’s common stock in payment
and settlement of each vested RSU, a payment in cash in an amount
equal to the number of vested RSUs multiplied by the fair market
value of a share of the Company’s common stock as of
applicable vesting date, or a combination of cash and shares of
common stock, as determined by the Company.
The foregoing description of the terms of the RSU Agreements is not
complete and is subject to, and qualified in its entirety by, the
terms of the RSU Agreements. The RSU Agreements are attached hereto
as Exhibits 10.1 and 10.2 and are incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Restricted
Stock Unit Award Agreement (the Time-Based RSU Agreement), dated as
of September 29, 2021, between Liberated Syndication Inc. and
Jonathan Charak.
Restricted Stock Unit Award Agreement (the
Stock Price-Based RSU Agreement), dated as of September
29, 2021, between Liberated Syndication Inc. and Jonathan
Charak.
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 5,
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
and Chief Executive Officer
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