UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation | (Commission File Number | (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
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:
| 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 | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 checkmark
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.
Retirement of Chief Operating Officer/Director
On August 30, 2023, Joanne Wang notified Karat Packaging Inc. (the “Company”) of her retirement as Chief Operating Officer of the Company, effective December 1, 2023. Also, effective August 30, 2023, Ms. Wang relinquished her seat on the Company’s board of directors. Ms. Wang’s retirement is not a result of any disagreement with the Company or its independent auditor on any matter relating to the Company’s accounting, strategy, management, operations, policies, regulatory matters, or practices.
On August 30, 2023, the Company and Ms. Wang entered into a Separation Agreement and General Release (the “Separation Agreement”), setting forth the terms of Ms. Wang’s separation from employment with the Company, effective as of December 1, 2023 (the “Separation Date”). Pursuant to the Separation Agreement, Ms. Wang will receive the following payments and benefits from the Company in exchange for agreeing to a general release of claims in favor of the Company and other promises by Ms. Wang in the Separation Agreement: (i) cash severance payments totaling a gross amount of $126,000, less applicable taxes and withholdings, including $7,500 payable in lump sum on the Separate Date, and $118,500 payable in equal, bi-weekly installments over a five month period on the Company’s normal payroll dates with the first installment to be paid on the first payroll date of the Company following the Separation Date, (ii) a lump sum, less applicable taxes and withholdings, equivalent to five weeks of paid time off as of the Separation, (iii) continued use of the Company vehicle until December 31, 2024, and (iv) provided Ms. Wang timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will pay Ms. Wang’s COBRA premiums for health, dental and vision coverage for up to thirteen (13) months from the Separation Date. Additionally, pursuant to the Separation Agreement, Ms. Wang’s 16,667 unvested stock options will accelerate and vest in full as of November 30, 2024.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed herewith as Exhibit 10.1.
A copy of the press release announcing Ms. Wang’s retirement is attached to this report as Exhibit 99.1 and incorporated herein by reference.
Item 8.01. Other Events.
On August 31, 2023, the Company announced that Daniel Quire, the Company’s Vice President of Sales, has been appointed to the role of Chief Revenue Officer, effective as of August 31, 2023.
A copy of the press release announcing Mr. Quire’s appointment is attached to this report as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit Description | |
10.1 |
Separation Agreement and General Release, dated August 30, 2023. | |
| 99.1 | Press release, dated August 31, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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.
| Date: August 31, 2023 | KARAT PACKAGING INC. | |
| By: | /s/ Jian Guo | |
| Jian Guo | ||
| Chief Financial Officer | ||
2