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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): September 26, 2023 |
JFrog Ltd.
(Exact name of Registrant as Specified in Its Charter)
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001-39492 |
98-0680649 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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270 E. Caribbean Drive |
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Sunnyvale, California |
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94089 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (408) 329-1540 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Ordinary Shares, NIS 0.01 par value |
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FROG |
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Nasdaq Global Select Market |
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 28, 2023, JFrog Ltd. (the “Company”) announced the appointment of Ed Grabscheid as the Chief Financial Officer (“CFO”) of the Company, to be effective January 1, 2024 (the “Effective Date”). Mr. Grabscheid will succeed Jacob Shulman, who will step back from his role as CFO when Mr. Grabscheid assumes the position of CFO, and may continue as an advisor to management with respect to financial matters to assist in the transition of his duties as mutually agreed between the parties. Mr. Shulman has been with the Company for five years, and the Company thanks Mr. Shulman for his significant contributions.
Mr. Grabscheid, 50, is currently the Company’s VP of Finance, a role he has held since August 2019, in which capacity he leads the Company’s financial planning and analysis and business operations teams. From January 2015 to July 2019 Mr. Grabscheid was Chief Financial Officer at Atlona, a leading global manufacturer of AV over IP distribution, connectivity, and control solutions. Mr. Grabscheid brings over 25 years of financial management experience serving in various finance and accounting roles in technology companies including, Intermolecular Inc., ServiceMax, Inc., and Cisco Systems, Inc. Mr. Grabscheid holds a B.B.A. in Accounting from California State University, Fresno, and an M.B.A. in Finance degree from San Jose State University.
Beginning on the Effective Date, Mr. Grabscheid will be paid an annual base salary of $450,000 and will have the opportunity to receive an annual target bonus amount of up to 50% of his annual base salary upon achievement of certain predetermined performance parameters. The Company will grant Mr. Grabscheid an award of restricted stock units (“RSUs”) with a grant date fair value of approximately $2,000,000, which award shall vest as to 25% of the RSUs associated with the new hire award on March 1, 2025, and as to 6.25% of the RSUs associated with the new hire award on each quarterly vesting date (set at March 1, June 1, September 1 and December 1 of each year) thereafter, in each case, subject to Mr. Grabscheid’s continuous service with the Company or its subsidiaries or affiliates from the grant date through the applicable quarterly vesting date. The number of RSUs subject to the award will be calculated by dividing $2,000,000 by the closing share price of the Company on the grant date, all governed by the terms of an award agreement between Mr. Grabscheid and the Company.
Effective upon his appointment as CFO of the Company, Mr. Grabscheid will be designated as the Company’s Principal Financial Officer and an “officer” as such term is used within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended. Mr. Grabscheid and the Company will enter into the Company’s standard form of indemnification agreement prior to the Effective Date, the form of which is filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1.
There are no other arrangements or understandings between Mr. Grabscheid and any other persons pursuant to which Mr. Grabscheid was appointed as CFO of the Company. There are no family relationships between Mr. Grabscheid and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Shulman’s existing compensation arrangements will remain in place during his remaining period of employment. Mr. Shulman’s departure is not the result of any dispute or disagreement with the Company, its board of directors, or its management, or any matter relating to the Company’s operations, policies or practices.
To the extent that the Company and Mr. Shulman enter into any material compensation arrangements in connection with his advisory role, the Company will file an amendment to this Form 8-K.
Item 7.01 Regulation FD Disclosure.
On September 28, 2023, the Company reiterated its financial guidance for the third quarter and full fiscal year 2023, as provided in a press release issued on August 2, 2023.
On September 28, 2023, the Company issued a press release relating to the matters described above. A copy of the press release is furnished herewith as Exhibit 99.1. The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
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Exhibit Description |
99.1 |
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Press release issued by JFrog Ltd. dated September 28, 2023. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify forward looking statements because they contain words such as “may,” “will,” “plans,” “intends,” or “target” or the negative of these words or other similar terms or expressions that concern the Company’s expectations, strategy, priorities, plans or intentions. Forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements regarding the Company’s expectations for its financial and operating performance in the third quarter of 2023 and the Company’s executive transition. The Company’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including risks related to the macroeconomic environment and risks regarding the Company’s ability to forecast its performance due to its limited operating history. The forward-looking statements contained in this Current Report on Form 8-K are also subject to other risks and uncertainties, including those more fully described in the Company’s filings with the SEC, including the Company’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023.
The forward-looking statements in this Current Report on Form 8-K are based on information available to the Company as of the date hereof, and the Company disclaims any obligation to update any forward-looking statements, except as required by law.
SIGNATURE
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 thereunto duly authorized.
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JFrog Ltd. |
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Date: |
September 28, 2023 |
By: |
/s/ Shlomi Ben Haim |
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Shlomi Ben Haim |
Exhibit 99.1
JFrog Announces CFO Transition
Company Appoints Ed Grabscheid as new CFO, Jacob Shulman to depart as CFO at Fiscal Year-End.
Company Reiterates Third Quarter and Fiscal 2023 Outlook
Sunnyvale, Calif. – September 28, 2023 — JFrog Ltd. (“JFrog”) (NASDAQ: FROG), the Liquid Software company and creators of the JFrog Software Supply Chain Platform, today announced the promotion of Ed Grabscheid to the position of Chief Financial Officer, effective January 1, 2024. Joining the leadership team, Mr. Grabscheid will succeed CFO Jacob Shulman, who is leaving JFrog to pursue another opportunity and may remain in an advisory role.
“I’m thrilled to welcome Ed as our new CFO. He is a seasoned finance leader who has been integral to the execution of our long-term growth strategy,” said Shlomi Ben Haim, Co-Founder and CEO, JFrog. “Ed’s extensive financial experience and valuable knowledge of our company, coupled with his leadership experience as a former CFO, I have no doubt he’ll continue to be successful while ensuring JFrog continues to execute on our business strategy to deliver long term value to shareholders.”
“I want to thank Jacob Shulman for his partnership and strong leadership which has played a central role during significant periods in the company’s journey,” added JFrog Co-founder and CEO, Shlomi Ben Haim. “Through his guidance, we have built a talented and experienced finance team that will continue to deliver on our key business priorities. We wish him continued success in his future endeavors.”
Ed Grabscheid has more than 25 years of financial experience with a proven track record for leading organizations in global finance and strategy, accounting, corporate reporting, and forecasting. He joined JFrog in 2019 and currently serves as JFrog’s Vice President of Finance and played an integral role during our IPO and the track record we established as a public company. Grabscheid previously worked as CFO at Atlona, a leading global manufacturer of AV over IP distribution, connectivity, and control solutions, and also served in various finance and accounting roles at ServiceMax, Intermolecular and Cisco.
“JFrog continues to be prioritized as critical infrastructure for developers in thousands of global enterprises, and I have had the privilege to contribute to the significant growth the company has achieved over the past four years,” said Ed Grabscheid. “I would like to thank Jacob for his ongoing support and mentorship during these years. I’m excited to join Shlomi and the leadership team to continue to build upon the strong financial and operational foundation and deliver meaningful shareholder value.”
JFrog reiterates its financial guidance for the third quarter and full fiscal year 2023, as provided in a press release issued on August 2, 2023.
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About JFrog
JFrog Ltd. (Nasdaq: FROG), is on a mission to create a world of software delivered without friction from developer to device. Driven by a “Liquid Software” vision, the JFrog Software Supply Chain Platform is a single system of record that powers organizations to build, manage, and distribute software quickly and securely, ensuring it is available, traceable, and tamper-proof. The integrated security features also help identify, protect, and remediate against threats and vulnerabilities. JFrog’s hybrid, universal, multi-cloud platform is available as both self-hosted and SaaS services across major cloud service providers.
Millions of users and 7K+ customers worldwide, including a majority of the Fortune 100, depend on JFrog solutions to securely embrace digital transformation. Once you leap forward, you won’t go back! Learn more at jfrog.com and follow us on Twitter: @jfrog.
Forward-Looking Statements
This press release contains “forward-looking” statements, as that term is defined under the U.S. federal securities laws, including but not limited to statements regarding JFrog’s future financial performance, including our outlook for the third quarter and for the full year of 2023, our ability to execute on our strategy and our business priorities, potential future value created for shareholders, and our expectations regarding the mission-critical nature of our products to our customers’ infrastructure. These forward-looking statements are based on JFrog’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause JFrog’s actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. There are a significant number of factors that could cause actual results to differ materially from statements made in this press release, including but not limited to: risks associated with managing our rapid growth; our history of losses; our limited operating history; our ability to retain and upgrade existing customers; our ability to attract new customers; our ability to effectively develop and expand our sales and marketing capabilities; our ability to integrate and realize anticipated synergies from acquisitions of complementary businesses; risk of a security breach incident or product vulnerability; risk of interruptions or performance problems associated with our products and platform capabilities; our ability to adapt and respond to rapidly changing technology or customer needs; our ability to compete in the markets in which we participate; our ability to successfully integrate technology from acquisitions, into our offerings; our ability to provide continuity to our respective customers and realize innovation following our acquisitions; and general market, political, economic, and business conditions. Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in our filings with the Securities and Exchange Commission, including in our annual report on Form 10-K for the year ended December 31, 2022, our quarterly reports on Form 10-Q, and other filings and reports that we may file from time to time with the Securities and Exchange Commission. Forward-looking statements represent our beliefs and assumptions only as of the date of this press release. We disclaim any obligation to update forward-looking statements.
Media Contact:
Siobhan Lyons, Sr. MarComm Manager, JFrog, siobhanL@jfrog.com
Investor Contact:
Jeff Schreiner, VP of Investor Relations, jeffS@jfrog.com