エドガーで原本を確認する
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): February 17, 2025 |
Palladyne AI Corp.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-39897 |
85-2838301 |
||
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
650 South 500 West, Suite 150 |
|
|||
Salt Lake City, Utah |
|
84101 |
||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: (888) 927-7296 |
|
(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:
|
|
Trading |
|
|
Common Stock, par value $0.0001 per share |
|
PDYN |
|
The Nasdaq Stock Market LLC |
Redeemable warrants, exercisable for shares of Common Stock at an exercise price of $69.00 per share |
|
PDYNW |
|
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 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.
Director Appointment
On February 17, 2025, the board of directors (the “Board”) of Palladyne AI Corp. (the “Company”), upon recommendation from the nominating and corporate governance committee of the Board, appointed Michael T. Young to serve as a Class III director of the Company, effective as of February 24, 2025, with an initial term expiring at the Company’s 2027 annual meeting. On February 19, 2025, Mr. Young was appointed as a member of the Compensation Committee and the Strategic Transaction Committee of the Board, effective as of February 24, 2025.
Mr. Young has held various roles at Caterpillar Inc. (NYSE: CAT) from August 2005 to March 2023, including serving as Director M&A Asia Pacific for over 6 years in China leading M&A transactions from 2006 to 2012. Mr. Young also played a key role in Caterpillar’s corporate strategy and led Caterpillar Ventures, a subsidiary of Caterpillar, as Director Caterpillar Ventures from inception in 2015 until his retirement in 2023. During his tenure at Caterpillar, Mr. Young was involved in over 30 of Caterpillar Ventures’ investments and served as a director for two companies and as a board observer for multiple other companies on behalf of Caterpillar. Prior to Caterpillar, Mr. Young worked at Dell Technologies Inc. (NYSE: DELL) from 1995 to 2001, where he became the first chief financial officer for Dell China, a wholly owned subsidiary of Dell. He was instrumental in establishing financial protocols and standards while also being heavily involved in daily operations. Before Dell, Mr. Young spent nearly 10 years at Ethyl Corporation, where he served as Accounting Manager. Mr. Young received an Associate Degree in Business from the Meramec Community College and a Bachelor of Science Degree in Finance from Southern Illinois University at Edwardsville. He was previously a Certified Public Accountant in Illinois. We believe Mr. Young's extensive experience in corporate strategy, investments, finance, accounting and leadership, particularly at Caterpillar and Dell, qualifies him to contribute valuable insights to our Board of Directors.
There are no arrangements or understandings between Mr. Young, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Smith was selected as a director. There are no related party transactions between Mr. Young or any member of his immediate family and the Company or its subsidiaries that would require disclosure under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended.
For serving on our Board, Mr. Young will receive compensation in accordance with the Company’s outside director compensation policy, as in effect at the time. The current terms of the Company’s outside director compensation policy is described in the section titled “Director Compensation” of the Company’s Annual Proxy Statement filed with the Securities and Exchange Commission on April 23, 2024. Mr. Young will also enter into the Company’s standard form of indemnification agreement for directors and executive officers.
Director Retirement
On February 17, 2025, Laura J. Peterson, Executive Vice Chair and a member of the Board, notified the Company of her retirement from the Board and all positions with the Company, effective February 23, 2025. At the time of her notice, Ms. Peterson was not a member of any committee of the Board. Ms. Peterson’s retirement was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
A copy of the press release announcing Mr. Young’s appointment to the Board and Ms. Peterson’s resignation from the Board is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
|
Exhibit |
Description |
99.1 |
|
104 |
Cover Page Interactive Data File (formatted as Inline XBRL) |
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.
|
|
|
Palladyne AI Corp. |
|
|
|
|
Dated: |
February 19, 2025 |
By: |
/s/ Stephen Sonne |
|
|
Name: Title: |
Stephen Sonne |
EXHIBIT 99.1
Palladyne AI Corp. Announces Appointment of Michael Young to Board of Directors
Former senior executive at Caterpillar and Dell brings more than 35 years of industry experience and relationships to the Palladyne AI board
SALT LAKE CITY– February 19, 2025 – Palladyne AI Corp. (NASDAQ: PDYN and PDYNW) (“Palladyne AI”), a developer of artificial intelligence software for robotic platforms in the commercial and defense sectors, today announced that Michael Young will join its Board of Directors effective February 24, 2025. With more than 35 years of professional experience, including more than 17 years at Caterpillar where he led Caterpillar Ventures as well as Caterpillar’s mergers and acquisitions activities across Asia Pacific, Young brings extensive knowledge and industry connections to the board.
Young retired from Caterpillar in 2023 after leading Caterpillar Ventures since its inception in 2015. During this time, he directed Caterpillar’s investments in more than 30 companies focused on energy, electrification, autonomy, robotics, and digital solutions. Prior to leading Caterpillar Ventures, Young spearheaded Caterpillar’s Mergers and Acquisition actives across Asia Pacific, including acquisitions, joint ventures, and divestitures. Before joining Caterpillar, Young was at Dell Computer for six years in a variety of roles, including serving as the Chief Financial Officer for the China and Hong Kong business when it began operations in Xiamen, China.
“I am delighted to welcome Michael to the Palladyne AI Board of Directors,” said Ben Wolff, President and CEO, Palladyne AI. “Having known and collaborated with him over the years during his time at Caterpillar, I am confident that his industry knowledge and relationships will be incredibly valuable as we begin our efforts to deploy our physical AI software platform for robotics with customers around the globe.”
“I am honored and excited to join Palladyne AI’s Board of Directors at such an exciting time for the Company as they commercialize their AI software solutions and focus on initial deployments,” said Young.
“I believe that Palladyne AI is well-positioned in the market to make a true impact and to help companies automate tasks that in the past have been too difficult to fully automate.”
Young will replace Laura J. Peterson on the board of directors upon her retirement from the Board at the expiration of her term as the Company’s Executive Vice Chair on February 23, 2025. Peterson has served as a member of the Board of Directors since September 2021, as our interim President and Chief Executive Officer from May 2023 until October 2023, as our President and Chief Executive Officer from October 2023 until February 2024, and as our Executive Vice Chairman since February 2024.
“Laura has been an incredibly valuable contributor both as a board member and as a senior executive with Palladyne AI,” said Dennis Weibling, Chairman, Palladyne AI. “Her strategic acumen, operating expertise, dedication, and steady hand has helped the Company establish a foundation for future success. We thank her for her leadership and many contributions.”
For more information on Palladyne AI and its artificial intelligence software for robotic platforms, please visit www.palladyneai.com.
###
About Palladyne AI Corp.
Palladyne AI Corp. (NASDAQ: PDYN) has developed an advanced artificial intelligence (AI) and machine learning (ML) software platform poised to revolutionize the capabilities of robots, enabling them to observe, learn, reason, and act in a manner akin to human intelligence. Our AI and ML software platform empowers robots to perceive variations or changes in the real-world environment, enabling them to autonomously maneuver and manipulate objects accurately in response.
The Palladyne AI software solution operates on the edge and dramatically reduces the significant effort required to program and deploy robots enabling industrial robots and collaborative robots (cobots) to quickly achieve autonomous capabilities even in dynamic and or complex environments. Designed to achieve precise results with minimal training time, limited data sets, and lower power requirements, compared to current solutions, Palladyne AI believes its software has wide application, including in industries such as automotive, aviation, construction, defense, general manufacturing, infrastructure inspection, logistics and warehousing. Its applicability extends beyond traditional robotics to include Unmanned Aerial Vehicles (UAVs), Unmanned Ground Vehicles (UGVs), and Remotely Operated Vehicles (ROVs). Palladyne AI’s approach is expected to elevate the return on investment associated with a diverse range of machines that are fixed, fly, float, or roll.
By enabling autonomy, reducing programming complexity, and enhancing efficiency, we are paving the way for a future where machines can excel in tasks that were once considered beyond their reach.
For more information, please visit www.palladyneai.com and connect with us on LinkedIn at www.linkedin.com/company/palladyneaicorp.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the future uses of Palladyne software, the benefits of the software, the capabilities or future capabilities of Palladyne AI’s software platforms and products generally, the benefits of the software platform and products and the industries that could benefit from them, the impact of the software platform and products on robotics and the applicability of the software platform to different kinds of machines (such as UAVs, UGVs and ROVs and different available industrial robots). Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These statements may be preceded by, followed by, or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or “continue” or similar expressions. Such forward-looking statements involve risks and uncertainties that may cause actual events, results, or performance to differ materially from those indicated by such statements. These forward-looking statements are based on Palladyne AI’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events. However, there can be no assurance that the events, results, or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and Palladyne AI is not under any obligation and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.
Readers should carefully review the statements set forth in the reports which Palladyne AI has filed or will file from time to time with the Securities and Exchange Commission (the “SEC”), in particular the risks and uncertainties set forth in the sections of those reports entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” for a description of risks facing Palladyne AI and that could cause actual events, results or performance to differ from those indicated in the forward-looking statements contained herein. The documents filed by Palladyne AI with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov.
Palladyne AI Corp PR and Investor Contacts:
Press Contact:
PR@palladyneai.com
Investor Contact:
IR@palladyneai.com