株探米国株
英語
エドガーで原本を確認する
FALSE000180166100018016612023-03-312023-03-31


 
 
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): May 26, 2023
 
SKILLZ INC.
(Exact name of registrant as specified in its charter)
Delaware   001-39243   84-4478274
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
PO Box 445
San Francisco, California 94104
(Address of principal executive offices, including zip code)
 
Registrant’s telephone number, including area code: (415) 762-0511
 
Not Applicable
(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(s)   Name of each exchange on which
registered
Class A common stock, par value $0.0001 per share
  SKLZ   NYSE
 
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.

New General Counsel

Effective June 26, 2023 (the “Effective Date”), Andrew Dahlinghaus, 48, will serve as General Counsel of Skillz Inc. (the “Company”) and report directly to the Chief Executive Officer. Mr. Dahlinghaus previously served as the Senior Vice President, Chief Compliance Officer & Associate General Counsel of Clario, a healthcare research and technology firm from 2021 to 2023. Prior to that, Mr. Dahlinghaus served as Vice President, Legal & Chief Compliance Officer at JUUL Labs, Inc., an electronic cigarette company from 2019 to 2021. Prior to JUUL Labs, Inc., Mr. Dahlinghaus served as Vice President, Chief Compliance Officer & Assistant General Counsel at ConvaTec Group PLC, a medical products and technologies company from 2015 to 2019. Prior to that, he served as Vice President of Compliance; Chief Commercial Counsel – Surgical Solutions at Covidien LP (later acquired by Medtronic plc), a global health care products company and medical device manufacturer from 2009 to 2015. Prior to Covidien LP, Mr. Dahlinghaus practiced as an attorney at Arent Fox, LLP from 2005 to 2009. Mr. Dahlinghaus holds a Bachelor of Arts degree in Political Science from Indiana University Bloomington and a Juris Doctor degree from The George Washington University Law School.

As previously disclosed, Charlotte Edelman, the Company’s current General Counsel, will be stepping down as an officer of the Company on the Effective Date and is transitioning to an advisor role during a transition period as further discussed below.

Under an offer letter that Mr. Dahlinghaus entered into with the Company, and approved by the Company’s Compensation Committee on May 26, 2023, he will be paid a salary of $350,000 per year. He will also be eligible to receive annual target incentive compensation of $350,000 (pro-rated for 2023), subject to achievement of certain performance goals. The Company will also grant Mr. Dahlinghaus a restricted stock unit award covering shares of the Company’s Class A common stock with a grant date value equal to $500,000. Such grant vests 100% on the first anniversary of the grant date, subject to continuous service with the Company through the vesting date, provided that the grant vests in full if Mr. Dahlinghaus is terminated without cause following a change of control of the Company. In addition, the Company will also grant to Mr. Dahlinghaus a performance stock unit award covering shares of the Company’s Class A common stock with a grant date value equal to $500,000. Such grant vests over a one-year period, subject to continuous service with the Company through each applicable vesting date and the attainment of certain corporate performance goals. Mr. Dahlinghaus will also receive a one-time relocation retention payment in the amount of $75,000, which is repayable to the Company if Mr. Dahlinghaus voluntarily leaves the Company within twelve months of his start date or is terminated for cause.

There are no family relationships between Mr. Dahlinghaus and any of the directors or executive officers of the Company, and there are no transactions in which Mr. Dahlinghaus has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Dahlinghaus and any other person pursuant to which Mr. Dahlinghaus was appointed as an officer of the Company.


Advisory Agreement

In connection with Ms. Edelman’s transition, the Company has entered into an Advisory Agreement with Ms. Edelman (the “Advisory Agreement”), pursuant to which Ms. Edelman will, among other items, continue to support the onboarding of, and transition of duties to, Mr. Dahlinghaus from June 27, 2023 until September 30, 2023, subject to extension by mutual agreement. Ms. Edelman will continue to receive compensation commensurate with her current base salary; vesting of her existing equity grants will continue through June 26, 2023.

The foregoing description of the Advisory Agreement is a summary only and is qualified in its entirety by reference to the full text of the Advisory Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On June 2, 2023, the Company issued a press release announcing Mr. Dahlinghaus’ appointment. A copy of the press release is attached hereto as Exhibit 99.1.





Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit Number   Description
104 Cover Page Interactive Data File (formatted as 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.
 
  SKILLZ INC.
     
  By: /s/ Jason Roswig
  Name: Jason Roswig
  Title: President and Chief Financial Officer
 
Date: June 2, 2023
   

EX-10.1 2 edelman-finaladvisoryagr.htm EX-10.1 edelman-finaladvisoryagr
Advisory Agreement June 2, 2023 Charlotte Edelman [Address Omitted] Dear Charlotte, This letter agreement (this “Agreement”) sets forth the terms and conditions whereby you agree to provide certain services (as described in Section 1) to Skillz Inc., a Delaware corporation (the "Company"). 1. SERVICES. The Company hereby engages you, and you hereby accept such engagement, as an advisor to provide certain services to the Company on the terms and conditions set forth in the following sentence. At such times and places as may be mutually agreed, you will provide to the Company the following services (the "Services"): (a) support the onboarding of Andrew Dahlinghaus as General Counsel and Secretary of the Company (the “Successor GC”); (b) transition of duties and knowledge to the Successor GC; and (c) such other services as you and the Company may agree. Unless otherwise agreed between you and the Company, you will devote up to 40 hours per calendar week in performance of the Services. All of the Services will be on the instruction of the Company as delivered through Andrew Paradise, the Company’s CEO. You will report to Mr. Paradise (or his designee) concerning the Services performed under this Agreement and all work delivery matters, and will collaborate with the Company’s c-level executives. The Company shall provide you with access to its premises, materials, information and systems to the extent necessary for the performance of the Services. You will generally provide the Services remotely from location(s) of your choosing, however, if reasonably requested by the Company, you will travel to the Company’s headquarters in Las Vegas, Nevada. 2. TERM. The term of this Agreement shall be from June 27, 2023 through September 30, 2023, subject to extension by mutual agreement (the “Term”), unless earlier terminated in accordance with Section 6. Any extension of the Term or change to the Services will be subject to mutual written agreement between you and the Company (referred to collectively as the "Parties"). 3. FEES AND EXPENSES. As full compensation for the Services, the Company shall pay you at the rate of $8,173.08 per week (“Fees”), which amount is commensurate with your base salary as an employee of the Company as of your last day of employment. Fees will be paid to you in arrears on a monthly basis. Subject to compliance with the Company’s expense policies, the Company shall be responsible for any reasonable travel (which may include first class travel) or other out-of- pocket costs or expenses incurred by you in connection with the performance of the Services. You acknowledge that you will receive an IRS Form 1099 from the Company, and that you shall be solely responsible for all federal, state, and local taxes, as set out in Section 4.2 of this Agreement. 4. RELATIONSHIP OF THE PARTIES. 4.1 You are an independent contractor of the Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employment, or agency relationship between you and the Company for any purpose. In your capacity as an independent contractor performing services under this Agreement, you have no authority (and shall not hold yourself out as having authority) to bind the Company and you shall not make any agreements or representations


 
on the Company’s behalf without the Company’s prior written consent. 4.2 Without limiting Section 4.1 of this Agreement, you will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining workers’ compensation insurance on your behalf. You shall be responsible for all such taxes or contributions, including penalties and interest. Any persons employed or engaged by you in connection with the performance of the Services shall be your employees or contractors and you shall be fully responsible for them and any claims made by or on behalf of any such employee or contractor. 5. CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS. You agree that the terms and conditions of the Confidential Information and Invention Assignment Agreement (the “CIIAA”), by and between you and the Company shall remain in effect for the term of this Agreement and thereafter in accordance with the terms thereof. 6. REPRESENTATIONS, WARRANTIES AND COVENANTS. 6.1 You represent and warrant to the Company that: (a) you have the right to enter into this Agreement, to grant the rights granted herein, and to perform fully all of your obligations in this Agreement; (b) your entering into this Agreement with the Company and your performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which you are subject; (c) you shall perform the Services in compliance with all applicable federal, state, and local laws and regulations, and (d) while your Services to the Company are non-exclusive, you do not presently perform, and will not perform during the Term, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies whose businesses or proposed businesses in any way involve products or services which would be competitive with the Company’s products or services, or those products or services known to you to be proposed or in development by the Company during the Term and you will disclose any such potential conflicts to the Company in writing. 6.2 The Company hereby represents and warrants to you that: (a) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; and (b) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action. 7. TERMINATION. You or the Company may terminate this Agreement without cause upon 30 calendar days' written notice to the other party to this Agreement or as otherwise mutually agreed. You or the Company may terminate this Agreement, effective immediately upon written notice to the other party to this Agreement, if the other party breaches this Agreement. In the event of termination pursuant to this Section 7, the Company shall pay you on a pro-rata basis any Fees then due and payable for any Services completed up to and including the date of such termination. Upon expiration or termination of this Agreement for any reason, or at any other time upon the Company's written request, at the Company’s expense, you shall promptly after such expiration or termination deliver to the Company all all materials, equipment, and other property provided for your use by the Company. The terms and conditions of this Section 7 and Sections 4, 5, 6, 8, 9, 10 and 11 of this Agreement shall survive the expiration or termination of this Agreement. 8. ASSIGNMENT. You shall not assign any rights or delegate or subcontract any obligations under this Agreement without the Company’s prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. The Company may not assign its rights and obligations under this Agreement at any time without your prior written consent. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each of the Parties hereto and their respective successors and assigns.


 
9. ARBITRATION. 9.1 Any dispute, controversy, or claim arising out of or related to this Agreement or any breach or termination of this Agreement, including but not limited to the Services you provide to the Company, and any alleged violation of any federal, state, or local statute, regulation, common law, or public policy, whether sounding in contract, tort, or statute, shall be submitted to and decided by binding arbitration. Arbitration shall be administered by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) and held in Las Vegas, Nevada before a single arbitrator, in accordance with the JAMS’s rules, regulations, and requirements. Any arbitral award determination shall be final and binding upon the Parties. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction. 9.2 Arbitration shall proceed only on an individual basis. The Parties waive all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or collective claims against each other in court, arbitration, or any other proceeding. Each party shall only submit their own individual claims against the other and will not seek to represent the interests of any other person. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. 11. GOVERNING LAW, JURISDICTION, AND VENUE. This Agreement and all related documents including all schedules attached hereto and all matters arising out of or relating to this Agreement and the Services provided hereunder, whether sounding in contract, tort, or statute, for all purposes shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to any conflict of laws principles that would cause the laws of any other jurisdiction to apply. 11. MISCELLANEOUS. 11.1 All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to: (a) in the case of the Company, at Legal; Legal@skillz.com (or to such other address that may be designated by the Company from time to time in accordance with this Section), and (b) in the case of you, at the address set forth on the first page of this Agreement, updated to reflect such other address that you may designate from time to time in accordance with this Section. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), email, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if: (i) the receiving party has received the Notice; and (ii) the party giving the Notice has complied with the requirements of this Section. 11.2 This Agreement, together with any other documents incorporated herein by reference and related exhibits and schedules, constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 11.3 This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance. 11.4 If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 11.5 Neither you nor the Company shall make any public announcement or issue any public communication regarding this Agreement or the Services contemplated hereby, or any matter related to the foregoing, without first obtaining the mutual prior consent of both you and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by the Securities Exchange Act of 1934, as amended, or other applicable law or legal process (including pursuant to the rules of any national securities exchange), in which case the Company will use its commercially reasonable efforts to coordinate such announcement or communication with you prior to announcement or issuance and allow you a reasonable opportunity to comment thereon (which shall be considered by the Company in good faith).


 
11.6 This Agreement may be executed in multiple counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument. * * * * *


 
If this Agreement accurately sets forth our understanding, kindly execute the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, SKILLZ INC. BY: /s/ Andrew Paradise Andrew Paradise, CEO Date: June 2, 2023 ACCEPTED AND AGREED: Charlotte Edelman BY: /s/ Charlotte Edelman (signature) Date: June 2, 2023


 
EX-99.1 3 newgcpressrelease.htm EX-99.1 Document

Skillz Hires Fortune 500 Legal Executive Andrew Dahlinghaus As General Counsel

Dahlinghaus Brings Extensive Legal and Regulatory Compliance Expertise to
Leading Mobile Gaming Platform

SAN FRANCISCO, Calif. – June 02, 2023 – Skillz (NYSE: SKLZ), the leading mobile games platform that connects players and developers through fun and fair competition, today announces that Andrew Dahlinghaus will be joining the executive team as General Counsel, effective June 26, 2023. Dahlinghaus will be replacing Charlotte Edelman, who has led the company’s legal department since 2020. Edelman will continue to serve the company as an advisor. In his role, Dahlinghaus will oversee all legal and regulatory matters at Skillz.

“I’m excited to see how Andrew Dahlinghaus applies his background in leading legal and compliance functions at growing companies to further Skillz,” said Andrew Paradise, CEO and founder of Skillz.

In his past roles, Dahlinghaus has led best-in-class Legal and Compliance groups in Fortune 500, FTSE 250 and private equity-backed companies, including Covidien, Medtronic, and ConvaTec. Most recently at Clario, his experience spans large and complex transactions, commercial counseling, regulatory compliance and government enforcement matters. Prior to going in-house, Dahlinghaus was an attorney at international law firm Arent Fox, where he represented a wide variety of clients in high-stakes litigation and government investigations. Dahlinghaus earned his B.A. at Indiana University Bloomington before graduating from The George Washington University Law School.

“I am thrilled to join Skillz as General Counsel at such an important time at the company” said Dahlinghaus. “I look forward to leveraging my legal expertise to support the company’s future roadmap, ensuring compliance, and fostering a secure and fair gaming environment for our players worldwide.”

About Skillz
Skillz is the leading mobile games platform on a mission to bring out the best in everyone through fun and fair competition. The Skillz platform helps developers create multi-million dollar franchises by enabling social competition in their games. Leveraging its patented technology, Skillz hosts billions of casual mobile gaming tournaments for millions of players worldwide. As the pioneer of skill-based competition for mobile gaming, Skillz has earned recognition with Parity.Org’s 2022 Best Companies for Women to Advance, Deloitte 2022 Tech Fast 500 and one of Fast Company’s Most Innovative Companies in 2023. For more information, visit skillz.com.

###
Press Contact:



(775) 848-8231
skillz@thekeypr.com