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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): | January 19, 2023 |
Moving iMage Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40511 | 85-1836381 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
17760 Newhope Street, Fountain Valley, CA 92075
(Address, including zip code, of principal executive offices)
| Registrant’s telephone number, including area code | (714) 751-7998 |
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:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| Common Stock, $0.00001 par value | MITQ | NYSE American 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 x
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 January 19, 2023, the Board of Directors of Moving iMage Technologies, Inc. (the “Company”) appointed William F. Greene to serve as the Company’s interim Chief Financial Officer, effective January 23, 2023. In November 2022, Michael R. Sherman, the Company’s Chief Financial Officer since 2018, passed away unexpectedly. Mr. Greene will be the Company’s principal financial officer and principal accounting officer on an interim basis.
Mr. Greene, age 66, is the founder of William Greene Consulting, established in 2001, which provides financial consulting services for private and public companies, such as preparing financial reports, comprehensive financial forecasting or CFO level strategy business planning and cash flow reviews, and Securities and Exchange Compliance (“SEC”) compliance and investor relations management. Mr. Greene’s experience includes serving as the chief financial officer for AscentX Medical Inc. from 2015 to 2017, serving as a consultant to the chief financial officer of Pepperball Technologies, Inc. from 2009 to 2010, and serving as the chief financial officer for Surge Global Energy from 2006 to 2008. Mr. Greene holds a Bachelor of Science degree in Business Administration with a focus on accounting from California State University Dominguez Hill.
In connection with his appointment, on January 19, 2023, the Company and Mr. Greene entered into an Interim CFO Engagement Agreement pursuant to which Mr. Greene will be paid an annual salary of $204,000. The Company will also enter into its standard form of indemnification agreement with Mr. Greene, which will provide indemnification protection in connection with his service as interim Chief Financial Officer of the Company. The foregoing summary of the Interim CFO Engagement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The Indemnification Agreement is substantially similar to the form filed as Exhibit 10.2 of the Company’s Registration Statement on Form S-1/A (333-234159), filed with the SEC on February 21, 2020.
There are no arrangements or understandings between Mr. Greene and any other person pursuant to which he was appointed as interim Chief Financial Officer and Mr. Greene does not have a direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Greene does not have any family relationships with any of the Company’s directors or executive officers of the Company.
| Item 7.01 | Regulation FD Disclosure. |
On November 30, 2022, the Company issued a press release announcing the passing of Michael R. Sherman and, on January 23, 2023, the Company issued a press release announcing the appointment of William F. Greene as interim Chief Financial Officer. Copies of the press releases are furnished herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.
The information included in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is not deemed to be “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall this item and Exhibit 99.1 be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such future filing.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 10.1 | Interim CFO Engagement Agreement, dated January 19, 2023, between the Company and William Greene |
| 99.1 | Press release dated November 30, 2022 |
| 99.2 | Press release dated January 23, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Moving iMage Technologies, Inc. | ||
| Date: January 24, 2023 | By: | /s/ Phil Rafnson |
| Name: | Phil Rafnson | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
William F. Greene
January 19, 2023
Joe Delgado
Executive VP Sales & Marketing
Moving iMage Technologies, Inc.
17760 Newhope Street
Suite B
Fountain Valley, CA 92708
RE: Moving iMage Technologies, Inc. Interim CFO Engagement (“Engagement”)
Dear Joe:
This engagement letter (“Engagement”) is made by and between William F. Greene (“Interim CFO”) and Moving iMage Technologies, Inc. (“Company”).
Services: Interim CFO will assist the Company in preparing and sign its December 31, 2022 10-Q, its pending proxy statement (DEF 14A) and other CFO duties as designated by the Company (the “Engagement”). The Engagement commences on Monday January 23, 2023 and shall conclude on April 28, 2023. Thereafter, and where mutually agreed, the Interim CFO and the Company anticipate extending the Engagement or having the Interim CFO become its full time CFO.
Company Responsibilities: To enable the timely completion of the Engagement, the Company shall provide Interim CFO with complete and accurate current and past financial records and other information Interim CFO may require to complete the Engagement. Company agrees to promptly respond to all inquiries by the Interim CFO, outside auditors, legal counsel and any other parties as designated by the Company. The Company acknowledges any delay in response by the Company, its auditors, legal counsel and any other parties as designated by the Company may delay the completion of the Engagement.
Fees: Interim CFO will be paid at the rate of $204,000 per annum or $3,923 weekly for the Engagement. The Company shall pay Interim CFO for all services upon receipt of the Interim CFO’s weekly invoice. The Company agrees that Interim CFO may cease performing work on the Engagement in the event the Interim CFO is not promptly paid and the Company acknowledges any delay in payment may delay completion of the Engagement.
Working Location: Interim CFO shall work primarily at the Company’s offices and, where mutually agreed, work remotely from Interim CFO’s home office. To complete the Engagement, the Interim CFO requires access to the Company’s electronic files and the Company agrees to pro-vide access to the Company’s electronic files. For remote home office, after hours and week- end work, Interim CFO is available via cell phone and e-mail.
| William F. Greene – Moving iMage Technologies, Inc. Interim CFO Engagement | Page 2 of 3 |
Termination: Either party may terminate the Engagement without cause upon two weeks no- tice. Interim CFO may terminate the Engagement immediately upon the willful breach of this Agreement, including the failure by the Company to timely pay Interim CFO’s fees.
Indemnification: The Company shall, to the maximum extent permitted by law, indemnify, de- fend and hold Interim CFO harmless from any and all losses, claims, debts, or liabilities in any way related to the Engagement. The Interim CFO shall be listed as a Covered Person as de- scribed by the Company’s Indemnity Agreement.
Severability; No Waiver; Entire Agreement:
(a) If any provision or any part of any provision of this Agreement is for any reason held to be invalid, unenforceable, or contrary to any public policy, law, statute, and/or ordinance, then the remainder of this Agreement shall not be affected thereby and shall remain valid and fully enforceable.
(b) Any failure or delay by a party in the exercise of any of its rights under this Agreement shall not be construed as a waiver of such rights, nor shall any such failure or delay preclude the exercise of such rights at any later time.
(c) This Agreement constitutes the entire agreement of the parties and terminates and supersedes all other written or oral communications, agreements or understandings between the parties relating to the subject matter of this Agreement. It may not be amended, supplement- ed or extended except by written instrument executed by duly authorized representatives of both parties.
(d) Each person executing this Agreement represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions described in this Agreement have been duly authorized by all necessary action and this Agreement constitutes the le- gal, valid, and binding obligation of the party on whose behalf they are signing.
Attorney’s Fees: If any party named herein brings an action or proceeding (including arbitration) to enforce the terms hereof or to declare rights hereunder, the prevailing party in any such action (or proceeding), on trial or appeal, shall be entitled to its reasonable attorneys' fees to be paid by the losing party as fixed by the Court or, in the event of arbitration, as fixed by the arbitrator(s).
Governing Law: This Agreement and the performance of the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of California (with- out reference to its law of conflict of laws).
Counterparts: Multiple counterparts of this Agreement may be signed by the parties hereto each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Such counterparts may be executed and delivered by facsimile transmission.
| William F. Greene – Moving iMage Technologies, Inc. Interim CFO Engagement | Page 3 of 3 |
The above terms are agreed on this 19th_ day of _January , 2023.
| “Interim CFO” | |
| William F. Greene | |
| /s/ William F. Greene | |
| Interim CFO | |
| “Company” | |
| Moving iMage Technologies, Inc. | |
| /s/ Joe Delgado | |
| Joe Delgado, Executive VP Sales & Marketing |
Exhibit 99.1
Moving iMage Technologies Mourns the Loss of Chief Financial Officer Michael R. Sherman
Moving iMage Technologies (NYSE American: MITQ) ("MiT") today announced the passing of chief financial officer Michael “Mike” Sherman on November 30, 2022.
“It is with deep regret and profound sadness that I announce Mike’s passing yesterday afternoon. The Sherman’s have been family to many of us at MiT for over 20 years, and the loss of my colleague and friend has been extremely difficult. Mike will be sorely missed. My deepest condolences go out to the Sherman family,” said Phil Rafnson, chairman and CEO.
Sherman joined MiT as CFO in July 2018. He played a key role in preparing the Company for its IPO in July 2021 and drove the Company’s finance and accounting strategy as a public company. He began his career at Coopers & Lybrand and subsequently held a variety of corporate and division finance and accounting leadership roles for both public and private enterprises.
About Moving iMage Technologies
MOVING iMAGE TECHNOLOGIES (NYSE American: MITQ) is a leading provider of technology, products, and services to the Motion Picture Exhibition industry. We sell proprietary products, which we design and manufacture in-house, and are developing, introducing, and supporting a wide range of disruptive technologies that will bring SaaS and subscription-based products. Our Caddy brand of proprietary products is a leading provider of proprietary cup holders, trays, and other products to entertainment and sports venues. Based in Fountain Valley California, our 28,000 sq. ft. facility is home to our corporate offices, engineering & manufacturing, distribution, integration, and service and support divisions. Our strategic location is augmented by a global network of service partners & OEM manufacturers. For more information, visit www.movingimagetech.com .
View source version on businesswire.com: https://www.businesswire.com/news/home/20221201005437/en/
Moving iMage
Technologies Investor Relations and Media Contacts:
Brian Siegel, IRC®, M.B.A.
Senior Managing Director
Hayden IR
(346) 396-8696
brian@haydenir.com
Exhibit 99.2
Moving iMage Technologies Names William F. Greene Interim Chief Financial Officer
Moving iMage Technologies (NYSE American: MITQ) ("MiT") , the leading provider of custom-designed and 3rd Party technology and services for cinema exhibition and an emerging business in live entertainment venues and Esports, today named William “Bill” Greene as interim chief financial officer, effective immediately.
Greene brings an extensive background in public accounting, SEC reporting, capital raising, M&A due diligence and internal controls working as a CFO, Big 8 auditor and financial consultant for both public and private companies. Greene holds a B.S. in Business Administration, with a concentration in Accounting from the California State University - Dominguez Hills.
About Moving iMage Technologies
MOVING iMAGE TECHNOLOGIES (NYSE American: MITQ) is a leading provider of technology, products, and services to the Motion Picture Exhibition industry and is expanding into live entertainment venues and Esports. We sell proprietary products, which we design and manufacture in-house, and are developing, introducing, and supporting a wide range of disruptive technologies that will bring SaaS and subscription-based products. Our Caddy brand of proprietary manufactured products is a leading provider of cup holders, trays, and other products to entertainment and sports venues. For more information, visit www.movingimagetech.com .
View source version on businesswire.com: https://www.businesswire.com/news/home/20230123005639/en/
Moving iMage
Technologies Investor Relations and Media Contacts:
Brian Siegel, IRC®, M.B.A.
Senior Managing Director
Hayden IR
(346) 396-8696
brian@haydenir.com