Form 8-K Innovid Corp. To: Jul 08



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UNITED STATES

SAFETY AND EXCHANGES COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(d) of

the Securities Exchange Act of 1934

Report date (Date of first event rpublished): July 1, 2022

Innovid Corp.

(Exact name of the declarant as specified in its charter)

Delaware 001-40048 87-3769599
(State or other jurisdiction
incorporation or organization)
(Commission
File number)
(IRS Employer
ID number.)

30 Irving Square, 12th floor

New York, NY 10003

(Address of main executive offices) (Postal code)

(212) 966-7555

(registrant phone number, include area code)

Check the appropriate box below if the filing of Form 8-K is intended to concurrently satisfy the filer’s filing obligation under any of the following provisions:

Written communications pursuant to Rule 425 of the Securities Act (17 CFR 230.425)
Solicit material in accordance with Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)
Pre-opening communications pursuant to Rule 14d-2(b) of the Exchange Act (17 CFR 240.14d-2(b))
Pre-opening communications pursuant to Rule 13e-4(c) of 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 listed on
Common shares, par value $0.0001 per share TVC New York Stock Exchange
Warrants to purchase one common share, each at an exercise price of $11.50 per share CTVWS New York Stock Exchange

Indicate with a check mark whether the registrant is an emerging growth company within the meaning of 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).

Growing emerging company

If the company is an emerging growth company, indicate with a check mark whether the registrant has elected not to use the extended transition period to comply with new or revised financial accounting standards under the section 13(a) of the Exchange Act.


Item 5.02. Departure of directors or certain managers; Election of directors; Appointment of certain officers; Compensatory provisions of certain executives.

On July 1, 2022, Steven Cakebread notified Innovid Corp. (the “Company”) of his resignation for personal reasons from the Board of Directors (the “Board”) and the Audit Committee of the Board, effective July 8, 2022 (the “Effective Date”)

On July 7, 2022, the Board elected Brian Hughes as a Class I Director of the Company, effective the Effective Date, for a term expiring at the 2025 Annual Meeting of Shareholders or until upon his death, resignation or dismissal. In addition, the Board has appointed Mr. Hughes to serve on the Audit Committee of the Board (the “Audit Committee”) as Chair of the Audit Committee to fill the vacancy created by the resignation of Mr. Cakebread.

Mr. Hughes, 63, is currently a director of Bentley Systems (Nasdaq: BSY), CompoSecure, Inc. (Nasdaq: CMPO) and Omnilit Acquisition Corp (Nasdaq: OLITU). Mr. Hughes was previously Audit Partner, Head of the National Private Markets Group and Co-Head of Venture Capital at KPMG LLP, where he worked from 2002 to 2019, and Audit Partner at Arthur Andersen, where he worked from 1981 to 2002. Mr. Hughes earned a Masters of Business Administration and a Bachelor of Science in Economics and Accounting from The Wharton School, University of Pennsylvania. Mr. Hughes was chosen to serve on the Board because of his financial expertise, extensive experience in accounting, auditing and venture capital, as well as his experience as a director and advisor to other companies.

In connection with his appointment to the board, the board has determined that Mr. Hughes is independent under the independence standards of the New York Stock Exchange (the “NYSE”) and is independent under the rules of the NYSE and the Securities Exchange Commission (the “SEC” for the purposes of service on the Audit Committee. There is no arrangement or understanding between Mr. Hughes and any other person under which he was elected as a director, and there is no There is no relationship or transaction in which Mr. Hughes has an interest requiring disclosure under Regulation SK Section 404(a) currently contemplated or since the beginning of the last financial year. of the Company, Mr. Hughes will participate in the compensation program for non-employee directors as described under the heading “Compensation of Directors” in the Company’s definitive proxy statement on Schedule 14A, filed with the SE C on April 27, 2022 (the “Director Compensation Program”). In addition, Mr. Hughes received a special award in the form of a number of restricted stock units equal to the pro-rated annual RSU award divided by the reference price (as defined in the Directors’ Compensation), subject to the terms of the Equity Plan (as defined in the Directors’ Compensation Program). The Company has also entered into its standard indemnification agreement for directors and officers with Mr. Hughes.

Section 9.01. Financial statements and supporting documents.

(d) Exhibits

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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 duly authorized undersigned.

INNOVIDE CORP.
Date: July 8, 2022 By: /s/ Tanya Andreev-Kaspin
Last name: Tanya Andreev Kaspin
Title: Financial director
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Innovid announces changes to its board of directors

NEW YORK, July. 8, 2022 Innovid Corp. (NYSE: CTV) (the “Company”), an independent advertising platform for delivery, personalization and measurement of converged television across linear, connected television (CTV) and digital, today announced changes within its board of directors (the “Board”). Mr. Steven Cakebread resigned for personal reasons and Mr. Brian Hughes joined the Board and served on the Audit Committee of the Board (the “Audit Committee”) as Chairman of the Audit Committee. Mr. Hughes was elected as a Class I director of the Company for a term expiring at the annual meeting of shareholders in 2025 or until his death, resignation or removal.

“It has been a great pleasure to serve on Innovid’s Board of Directors and I wish Zvika and his team all the best for the future,” Mr. Cakebread said.

“Driving digital transformation and the role software plays in it has been a key focus throughout my career to better meet customer needs and drive business results,” said Hughes. “Innovid is in a very exciting position in transforming television into a digital infrastructure and I believe Innovid is well positioned to benefit from this as the shift to streaming continues.”

Mr. Hughes, 63, is currently a director of Bentley Systems, CompoSecure, Inc. and Omnilit Acquisition Corp. Mr. Hughes was previously Audit Partner, Head of the National Private Markets Group and Co-Head of Venture Capital at KPMG LLP where he worked from 2002 to 2019 and Audit Partner at Arthur Andersen where he worked from 1981 to 2002. Mr. Hughes holds an MBA and a BS in Economics and Accounting from the Wharton School of the University of Pennsylvania. Mr. Hughes was chosen to serve on the Board because of his financial expertise, extensive experience in accounting, auditing and venture capital, as well as his experience as a director and advisor to other companies.

Forward-looking statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1996. The Company’s actual results may differ from its expectations, estimates and projections and, therefore, , you should not rely on these forward-looking statements as predictions of future events. Words such as “expect”, “estimate”, “project”, “budget”, “expect”, “anticipate”, “intend”, “plan”, “may”, “will” , “could”, “should”, “believes”, “predicts”, “potential”, “continues”, “aims” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, but are not limited to, the Company’s expectations regarding its future financial results, its expected growth and the expected benefits of its partnerships. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results, including Innovid’s ability to raise funds in the future, success in retaining or recruiting officers, key employees or directors, changes in applicable laws or regulations, Innovid’s ability to maintain and expand relationships with advertisers, declines and/or changes in CTV’s audience behavior , Innovid’s ability to make sound investment decisions and to innovate and develop new solutions, the accuracy of Innovid’s estimates of market opportunities, market growth forecasts and performance projections future financial statements, the extent of investment required in Innovid’s sales and marketing efforts, Innovid’s ability to effectively manage its growth nce, the


the impact of the Covid-19 pandemic, the risk of continued inflation and other macroeconomic events, risks relating to acquisitions and other important factors discussed under the heading “Risk Factors” in the annual report of Innovid on Form 10-K filed with the SEC on March 18, 2022, as such factors may be updated from time to time in its other filings with the SEC, which can be accessed on the SEC’s website at at www.sec.gov and in the Investor Relations section of Innovid’s website at investor.innovid.com. Most of these factors are beyond the Company’s control and are difficult to predict. The Company cautions not to place undue reliance on forward-looking statements, including projections, which speak only as of the date they are made. The Company neither undertakes nor accepts any obligation to publicly release updates or revisions to any forward-looking statement to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. .

About Innovid

Innovid (NYSE: CTV) manages advertising delivery, personalization, measurement and results across linear, CTV and digital for some of the world’s leading brands. With a global infrastructure that enables cross-platform ad serving, data-driven creation, and currency quality measurement, Innovid provides its clients with always-on intelligence to optimize advertising investments across channels, platforms, screens and devices. Innovid is an independent platform that leads the convergent TV innovation market, with proprietary technology and exclusive partnerships designed to reinvent TV advertising. Based in New York, Innovid serves a global clientele through offices across the Americas, Europe and Asia-Pacific. To learn more, visit innovid.com or follow us on LinkedIn Where Twitter.

Investor Relations:

Brinlea Johnson

[email protected]

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