POSHMARK, INC. Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. Capitalized terms used herein but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.
At the Effective time, each share of Class A common stock, par value
In addition, pursuant to the Merger Agreement (unless otherwise noted below), at the Effective Time:
• Each Company stock option that was outstanding and vested (a "Vested
Company Option") as of immediately prior to the Effective Time was
automatically cancelled and converted into the right to receive an amount
in cash (without interest and subject to applicable withholding taxes)
equal to the product of (i) the number of shares of Company Common Stock
subject to such Vested Company Option as of immediately prior to the
Effective Time and (ii) the excess, if any, of the Per Share Price over
the exercise price per share of such Vested Company Option.
• Each Company stock option that is not a Vested Company Option and was
outstanding as of immediately prior to the Effective Time (an "Unvested
Company Option") was automatically cancelled and converted into the right
to receive an amount in cash (without interest and subject to applicable
withholding taxes) equal to the product of (i) the number of shares of
Company Common Stock subject to such Unvested Company Option as of
immediately prior to the Effective Time and (ii) the excess, if any, of
the Per Share Price over the exercise price per share of such Unvested
Company Option (the "Cash Replacement Company Option Amounts"), which
Cash Replacement Company Option Amounts will, subject to the holder's
continued service with Parent or its affiliates through the applicable
vesting dates, vest and be payable at the same time as the Unvested
Company Option for which such Cash Replacement Company Option Amounts
were exchanged would have vested pursuant to its terms. All Cash
Replacement Company Option Amounts have the same terms and conditions
(including with respect to vesting) as applied to the Unvested Company
Option for which they were exchanged, except for terms rendered
inoperative by reason of the Merger or for other administrative or
ministerial changes.
• Each Vested Company Option and Unvested Company Option with an exercise
price per share equal to or greater than the Per Share Price was
cancelled automatically at the Effective Time for no consideration.
• Each award of restricted stock units ("RSUs") of the Company that was
outstanding and vested as of immediately prior to the Effective Time or
that vests in accordance with its terms as a result of the
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consummation of the Merger (a "Vested Company RSU") was automatically
cancelled and converted into the right to receive an amount in cash
(without interest and subject to applicable withholding taxes) equal to
. . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On the Closing Date, the Company (i) notified The Nasdaq Global Select Market
("Nasdaq") of the consummation of the Merger and (ii) requested that Nasdaq file
with the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
As a result of the Merger, each share of Company Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was converted, at the Effective Time, into the right to receive the Merger Consideration. Accordingly, at the Effective Time, the holders of such shares of Company Common Stock ceased to have any rights as shareholders of the Company, other than the right to receive the Merger Consideration.
Item 5.01 Change in Control of Registrant.
The information set forth in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
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As a result of the Merger, at the Effective Time, a change of control of the Company occurred, and the Company became an indirect subsidiary of Parent.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Pursuant to the Merger Agreement, at the Effective Time,
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
In connection with the completion of the Merger and pursuant to the Merger
Agreement, upon the Effective Time,
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, by and amongPoshmark, Inc. , NAVER Corporation,Proton Parent, Inc. , andProton Merger Sub, Inc. , datedOctober 3, 2022 . (incorporated by reference to Exhibit 2.1 toPoshmark, Inc.'s Current Report on Form 8-K, filedOctober 4, 2022 ). 3.1 Second Amended and Restated Certificate of Incorporation of the Company. 3.2 Amended and Restated Bylaws of the Company. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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