AST SpaceMobile, Inc 8-K, filed Jun 25, 2024
AST SpaceMobile, Inc. (ASTS)
About this 8-K
AST SpaceMobile, Inc filed this 8-K on June 25, 2024, reporting on events of June 19, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 19, 2024, the Board of Directors of AST SpaceMobile, Inc. (the “Company”) made the following appointments:
| ● | Mr. Scott Wisniewski as President of the Company; Mr. Wisniewski has served as Chief Strategy Officer of the Company since April 2021 and he will retain that role. | |
| ● | Andrew M. Johnson as Chief Financial Officer; Mr. Johnson has served as Chief Legal Officer of the Company since May 2024 and he will retain that role. | |
| ● | Mr. Shanti Gupta as Chief Operating Officer; Mr. Gupta was previously Senior Vice President and Chief Accounting Officer of the Company since September 2021. | |
| ● | Ms. Maya Bernal as Chief Accounting Officer; Ms. Bernal will also be designated as the principal accounting officer of the Company. Ms. Bernal was previously the Director of Financial Reporting and Technical Accounting since March 2022. |
Sean Wallace, who served as Chief Financial Officer until Mr. Johnson’s appointment, will leave employment with the Company effective July 12, 2024. Mr. Wallace will provide consulting services to the Company until November 30, 2024. There were no disagreements between the Company and Mr. Wallace on any matters relating to the Company’s operations, policies or practices.
Mr. Wisniewski, 43, oversees commercialization efforts, product development, and regulatory affairs, as well as corporate development, capital markets and financing strategy, and investor relations. Over the past three years, he has driven significant corporate agreements and milestones for the company, including raising over $600 million of capital in the form of equity, convertible notes, and non-dilutive prepayments. Previously, Mr. Wisniewski was Managing Director of Technology, Media & Telecommunications Investment Banking at Barclays, advising clients on raising capital and M&A for over a decade. While at Barclays, he advised AST SpaceMobile on the 2021 business combination transaction, which raised $462.0 million in gross proceeds, and the 2019 strategic investment transaction, which raised $110.0 million of gross proceeds. Earlier in his career, he was a management consultant focused on supplier development and a mechanical design engineer. Mr. Wisniewski received a Bachelor of Engineering degree from Dartmouth College and a Master of Business Administration degree from The University of Chicago Booth School of Business.
Mr. Johnson, 49, is an experienced business leader with 25 years of diverse legal experience across emerging markets, capital markets and international operations. Prior to joining the Company in May 2024, Mr. Johnson served as the Executive Vice President, Chief Legal Officer and Secretary since 2014, and as the Chief Corporate Development Officer since September 2022 of 3D Systems Corporation, a publicly traded company that provides comprehensive 3D printing solutions in the industrial and healthcare segments. Mr. Johnson joined 3D Systems Corporation in July 2006 and held a number of senior management positions, including serving as Interim President and Chief Executive Officer from October 2015 to April 2016 and interim Chief Financial Officer from October 2023 to December 2023. During his time with 3D Systems Corporation, Mr. Johnson was responsible for leading its merger and acquisition efforts, establishment of strategic partnerships, and overseeing global legal matters, including corporate securities, contracts, litigation, labor, and employment. Prior to joining 3D Systems Corporation, Mr. Johnson was an associate with Hunton and Williams LLP on the capital markets team. Mr. Johnson received an MBA from the University of Michigan, a Juris Doctor from the University of Virginia and a Bachelor of Arts degree in political science, diplomacy & foreign affairs, and religion from Miami University.
Mr. Gupta, 47, has 25 years of global experience in developing and implementing growth strategies, business transformations, scaling operations, finance and accounting, risk management, and building a high performing team. Mr. Gupta joined the Company in September 2021 as Chief Accounting Officer and established the global finance and accounting operations, led the planning and cost strategies, implemented enterprise resource planning and related operations systems, and was instrumental in scaling the global operations of the company. He held progressive level of responsibilities including leading the supply chain and information technology organizations, streamlining the company’s operations, managing strategic vendor relationships and negotiations, risk management, and policy and governance. Prior to joining the Company in 2021, Mr. Gupta worked with Ernst & Young LLP in New York from 2014, where he was a Partner in the Financial Accounting Advisory Services. Previously, he worked with Deloitte & Touche LLP in New York and KPMG in India. Mr. Gupta earned his Bachelor of Commerce (Honors) from Shri Ram College of Commerce, Delhi University, India. He is a licensed Certified Public Accountant in the United States and is also a Chartered Accountant from The Institute of Chartered Accountants of India.
Maya Bernal, 41, oversees the company’s financial operations, corporate accounting, external reporting, and internal controls. Ms. Bernal has more than 15 years of experience in finance, accounting, internal controls and policies and process transformations, gained through progressive roles in finance and accounting within several large public companies. Ms. Bernal joined the Company in March 2022 as Financial Reporting and Technical Accounting lead and since then has progressively held increasing level of responsibilities in all aspects of accounting and reporting, including transforming and streamlining processes and controls. Prior to joining the Company in March 2022, Ms. Bernal worked at Bluegreen Vacations Corporation from June 2016 to March 2022 as Financial Reporting Director. She is a licensed Certified Public Accountant and began her career with Ernst & Young LLP. Ms. Bernal holds a Master and Bachelor of Accounting from Florida International University.
There are no arrangements or understandings between each of Mr. Wisniewski, Mr. Johnson, Mr. Gupta and Ms. Bernal and any other persons pursuant to which each of Mr. Wisniewski, Mr. Johnson, Mr. Gupta and Ms. Bernal was appointed to each of their respective positions. There are also no family relationships between each of Mr. Wisniewski, Mr. Johnson, Mr. Gupta and Ms. Bernal and any director or executive officer of the Company and each of Mr. Wisniewski, Mr. Johnson, Mr. Gupta and Ms. Bernal has no direct or indirect interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404 (a) of Regulation S-K. The Company is currently considering whether to implement new compensation arrangements for each of Mr. Wisniewski, Mr. Johnson, Mr. Gupta and Ms. Bernal in connection with their new appointments.
In connection with Mr. Wallace’s cessation of employment, on June 24, 2024, the Company and Mr. Wallace entered into a separation and release agreement (the “Separation Agreement”) providing for, among other things, (i) Mr. Wallace to provide the Company with consulting services until November 30, 2024, (ii) a payment to Mr. Wallace of $93,750, payable in bi-monthly installments, (iii) acceleration of certain unvested portions of his outstanding time-based vesting restricted stock units, (iv) continuation of medical benefits through November 30, 2024 paid for by the Company and (v) Mr. Wallace’s release of claims in favor of the Company. The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by the full text of the Separation Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On June 25, 2024, the Company issued a press release related to the matters described in Item 5.02. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
| 10.1 | Mutual Separation and Release Agreement, by and between AST SpaceMobile, Inc. and Sean Wallace, dated June 24, 2024. | |
| 99.1 | Press Release dated June 25, 2024 | |
| 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.
Dated: June 25, 2024
| AST SPACEMOBILE, INC. | ||
| By: | /s/ Andrew M. Johnson | |
| Name: | Andrew M. Johnson | |
| Title: | Chief Legal Officer | |
Exhibit 10.1
June 24, 2024
PERSONAL AND CONFIDENTIAL TO SEAN WALLACE
| Re: | Mutual Separation and Release Agreement |
Dear Sean,
The purpose of this Mutual Separation and Release Agreement (this “Agreement”) is to confirm the terms regarding your separation of employment from AST SpaceMobile Inc., a Delaware corporation (the “Managing Member”), and AST & Science, LLC, a Delaware limited liability company (the “Operating Company”) (“these two entities together with any affiliated entities of such entities, including but not limited to AST SpaceMobile Services, LLC, shall be collectively referred to herein as AST” or the “Company”). The Company greatly appreciates your service as Chief Financial Officer and as more fully set forth below, desires to provide you with separation benefits that are mutually beneficial between the parties. This Agreement shall become effective on the Effective Date (as defined in Paragraph 6(e) below).
Separation of Employment. By mutual agreement both parties have determined that your employment with the Company ends on July 12, 2024 (the “Separation Date”). In connection with your separation from the Company, you acknowledge and agree that after the Separation Date you have no authority on behalf of the Company and shall not represent yourself as an employee or agent of the Company. You further agree that as of the Separation Date you shall be deemed to have resigned from all offices, directorships, and other employment positions if any, then held with the Company, and shall take all actions reasonably requested by the Company to effectuate the foregoing. The Company will provide you with your final paycheck as part of this termination protocol, which will include all salary and/or wages owed to you for work performed through the Separation Date. You acknowledge and agree that the payments and benefits described herein are in full satisfaction of the severance related terms of your Employment Agreement dated as of April 25, 2022 (the “Employment Agreement”) and no further notice pay shall be due and payable with respect to the Separation Date. You shall submit a request for final reimbursable business expenses, which will be paid in accordance with the Company’s expense reimbursement policies.
1. Mutual Consideration. Provided you timely execute and do not revoke this Agreement and otherwise comply with the terms set forth herein, the Company and you shall provide each other with:
| a. | The Company will provide you payments of a total cash separation payment equal to Ninety Three Thousand Seven Hundred Fifty Dollars (USD $93,750.00) (the “Separation Pay”), payable in bi-monthly installments with the first pro-rata installment to be paid in the first payroll that occurs after the Effective Date and paid on each of the next regular bi-monthly periods immediately following such payroll, through the Company’s normal payroll procedure. The Separation Pay shall be less all-applicable federal, state, local and other employment-related deductions. You acknowledge that except for the specific financial consideration set forth in this Agreement, you are not and shall not in the future be entitled to any other compensation including, without limitation, wages, bonuses, equity, incentive pay, vacation pay, sick pay, holiday pay or any other form of compensation or benefit whatsoever. |
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| b. | The Company will provide you with certain equity acceleration. The portion of your RSU equity awards that are subject to time based vesting (the “Time-Based portion”) and that are unvested as of your Separation Date shall accelerate and vest upon effectiveness of your release contained herein (your “Release Effectiveness”) with respect to the number of RSUs comprising the Time-Based portion equal to (A) (x) the number of days during the period commencing on the last vesting date prior to your Separation Date and ending on November 30, 2024, (y) divided by 365, and multiplied by (B) 100,000 and any such RSUs shall remain outstanding and eligible to vest upon Release Effectiveness following your Separation Date and shall lapse if you revoke this Agreement and the release hereunder does not otherwise become effective. Detail of the vested RSUs upon Release Effectiveness will be provided under separate cover. | |
| c. | You will provide the Company with consulting services from time to time at the direction of the Chief Executive Officer as mutually agreed upon and for no additional consideration from the Separation Date until November 30, 2024. |
2. Additional Separation Benefits.
(a) COBRA. Your participation as an active employee in the Company’s Group Medical Insurance Plan will terminate on the Separation Date. Regardless of whether you sign this Agreement, you shall have the right to continue your medical insurance pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). A COBRA qualifying event shall be deemed to have occurred on the Separation Date. If you timely sign and do not revoke this Agreement and otherwise remain in full compliance with all of its conditions and further provided you timely elect and are eligible for continued coverage under the Company’s Group Medical Insurance Plan under COBRA, the Company will pay the full cost to continue such coverage for you and your eligible dependents until November 30, 2024, or until such time as you become eligible to participate in another employer’s Group Medical Plan, whichever is sooner. Consistent with Section 4(b)(ii) of your Employment Agreement, if the Company is unable to continue to cover the Executive (or the Executive’s dependents) under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or causing the Executive to incur penalties or other unfavorable tax consequences, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof).
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(b) Unemployment Benefits. By signing this Agreement, you do not waive any rights you may have to unemployment insurance benefits. The company agrees that it will not contest any application you my make for Unemployment compensation benefits. However, you understand and acknowledge that any determination as to your actual eligibility for unemployment compensation benefits can only be made by the appropriate governmental agency.
(c) Indemnity and Tail Coverage. The Company shall continue to provide you with indemnification (and advancement of expenses) in relation to any claims, demands or actions brought against you for matters related to your employment by the Company (including for services required for any subsidiary or affiliate) or for consulting services provided pursuant to this Agreement, to the fullest extent permitted by applicable law. The Company shall further provide you with directors’ and officers’ liability insurance tail coverage no less favorable than that directors’ and officers’ liability insurance coverage provided to other senior executives of the Company.
3. Cooperation. You agree that at any time after the Separation Date, you shall cooperate fully with the Company in connection with the orderly transition/transfer of your work items, as well as any matter or event relating to your employment or events that occurred during your employment, including, without limitation, in the defense or prosecution of any claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company, including any claims or actions against its affiliates and its and their officers and employees. Your cooperation in connection with such matters, actions and claims shall include, without limitation, being available, upon reasonable notice to meet with the Company regarding matters in which you have been involved, and any contract matters or audits; to prepare for, attend and participate in any proceeding (including, without limitation, depositions, consultation, discovery or trial); to provide affidavits; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness in connection with any litigation or other legal proceeding affecting the Company. You further agree that should you be contacted (directly or indirectly) by any person or entity (for example, by any party representing an individual or entity) adverse to the Company, you shall promptly notify Mr. Andrew Johnson, Chief Legal Officer; provided that you are not required to notify the Company of a request for information from any governmental authority. In the event your cooperation with the Company requires you to testify, submit declarations of affidavits or provide evidence of some other form, and you believe that you require separate counsel of your choice, the Company shall reimburse you for reasonable attorney’s fees incurred for such separate counsel and/or shall directly pay such counsel on your behalf.
4. Covenants by You. You expressly acknowledge and agree that as a condition to the receipt of any of the payments or benefits described in Sections 1and 2 above, including but not limited to the Separation Pay, you will abide by all the following:
(a) you shall return to the Company all hard copy Company documents, property and equipment, including, but not limited to, any building, office and worksite access cards or keys, Company-provided laptop computer and accessories, PDAs, any software, hardware, equipment, documents, electronic data or files, or any copies thereof, and any documents (and copies thereof) that are the property of Company vendors, partners, clients or customers, and such property shall be returned in good working condition and that you will not keep any copies in either electronic format or hard copy of any of the above. These items should be arranged through Thomas Lyons, VP of HR.
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(b) all information relating in any way to the negotiation of this Agreement, shall be held confidential by you and shall not be publicized or disclosed to any person (other than an immediate family member, legal counsel or financial advisor, provided that any such individual to whom disclosure is made agrees to be bound by these confidentiality obligations), business entity or government agency (except as mandated or protected by applicable law);
(c) you shall not make any statements, whether through social media – including, but not limited to, Glassdoor, Facebook, Twitter, LinkedIn, and Yelp – or other means, that are professionally or personally disparaging about, or adverse to, the interests of the Company (including its officers, directors and employees) including, but not limited to, any statements that disparage any person, product, service, finances, financial condition, capability or any other aspect of the business of the Company, and that you shall not engage in any conduct which is intended to harm professionally or personally the reputation of the Company (including its officers, directors and employees) (excluding statements protected by Section 7 of the National Labor Relations Act or similar laws);
(d) Nondisclosure, Confidentiality, Assignment and Noncompetition Agreement. You acknowledge and reaffirm that at all times you shall remain bound by and in compliance with all of the obligations set forth in your Employment Agreement as well as in that certain Nondisclosure, Confidentiality, Assignment and Noncompetition Agreement with an effective date of April 29, 2022. The Company shall waive its right to enforce the covenant of non-competition set forth in the Nondisclosure, Confidentiality, Assignment and Noncompetition Agreement;
(e) Exceptions to Nondisclosure. You acknowledge than nothing in this Agreement prohibits you from reporting a possible violation of federal, state, or local law or regulation to any governmental agency or entity, including but not limited to the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the Congress, or any agency but as of the date of this Agreement you know of no facts or circumstances that would give rise to you making any such report. Nothing in this Agreement permits you to reveal to any third party, including any governmental authority, information you came to learn during your service to the Company that is protected from disclosure by any applicable legal privilege (including but not limited to the attorney-client privilege or attorney work product doctrine) or waive any of the Company’s applicable privileges or the right to continue to protect its privileged attorney-client information, attorney work product, and other privileged information. You represent and acknowledge that as of the date you have signed this Agreement you know of no facts or circumstances that would cause you to believe that the Company or any of its employees have violated any law, rule or regulation and that the breach of any of the foregoing covenants by you shall constitute a material breach of this Agreement and shall relieve the Company of any further obligations hereunder and, in addition to any other legal or equitable remedy available to the Company, shall entitle the Company to recover any Separation Pay and payment COBRA costs already provided to you pursuant to Sections 1 and 2 of this Agreement.
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5. Release of Claims. You hereby agree that by signing this Agreement and accepting the Separation Pay set forth in Section 1 and payment of COBRA costs as provided in Section 2, and for other good and valuable consideration provided for in this Agreement, the receipt and sufficiency of which is hereby acknowledged, you are knowingly and voluntarily waiving, terminating, canceling, releasing and discharging any and all suits, actions, causes of action, claims, allegations, rights, obligations, liabilities, demands, entitlements or charges (collectively, “Claims”) that you (or your heirs, executors, administrators, successors and assigns) have or may have, whether known, unknown or unforeseen, vested or contingent, by reason of any matter, cause or thing occurring at any time before and including the Effective Date against the Company, its owners, directors, members, officers employees, agents, insurers whatsoever for any alleged action, inaction or circumstance existing or arising from the beginning of time through the Effective Date. Your waiver and release herein is intended to bar any Claim against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorney’s fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Effective Date.
Without limiting the foregoing general waiver and release, you specifically waive and release the Company as well as any of its divisions, affiliates, parents, and subsidiaries, and its and their respective officers, directors, employees, attorneys, agents, insurers, and assigns from any waivable claim arising from or related to your employment relationship or termination of employment with the Company through the Effective Date including, without limitation:
| ● | Claims under any Florida or other local, state, or federal discrimination, fair employment practices, or other employment-related statute, regulation, or executive order (as they may have been amended through the Effective Date) prohibiting wrongful, abusive, constructive or unlawful discharge or dismissal, for breach of any contract, or discrimination or harassment based upon any protected status including, without limitation, race, color, ethnicity, religion, national origin, age, sex, gender, marital status, disability, veteran status, or sexual orientation, including but not limited rights or Claims under the Age Discrimination in Employment Act of 1967 and Older Workers Benefit Protection Act of 1990 (29 U.S.C. § 621, et seq.), the Civil Rights Acts of 1866 and 1871 and Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991 (42 U.S.C. § 2000e, et seq.), the Equal Pay Act (29 U.S.C. § 201, et seq.), the Americans With Disabilities Act (42 U.S.C. § 12101, et seq.), the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.), the Genetic Information Nondisclosure Act, The Fair Labor Standards Act, the Florida Civil Rights Act; the Florida Minimum Wage Act;, the Florida Private Sector Whistle-Blower’s Act; Sections 440.205 and 448.101-105including all amendments to any of the aforementioned acts, the Florida Constitution and Miami-Dade County Code Chapter 11A. |
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| ● | Claims under any Florida or any other state, local or federal statute, regulation or executive order (as amended through the Effective Date) relating to leaves of absence, layoffs or reductions-in-force, wages, hours, or other terms and conditions of employment, the Family and Medical Leave Act (29 U.S.C. §2601, et seq.), the Employee Retirement Income Security Act of 1974 (29 U.S.C. § 1000, et seq.), COBRA (29 U.S.C. § 1161, et seq.), the Worker Adjustment and Retraining Notification Act (29 U.S.C. § 2101, et seq.), all as amended , including all amendments to any of the aforementioned acts, or any other state, local or federal statute. | |
| ● | Claims under any Florida or any other local, state, or federal law, rule, regulation, ordinance, or common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of the covenant of good faith and fair dealing, violation of public policy, defamation, slander, impairment of economic opportunity, interference with contractual relations, emotional distress, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud, or negligence, sexual harassment, retaliation, assault, battery, pain and suffering, and punitive or exemplary damages or any claim to attorneys’ fees under any applicable statute or common law theory of recovery. | |
| ● | Claims under Florida or any other state, local or federal statute, regulation or executive order (as amended through the Effective Date) relating to whistleblower protections, violation of public policy, or any other form of retaliation or wrongful termination, including but not limited to the Sarbanes-Oxley Act of 2002 and any similar state, local or federal statute. | |
| ● | Claims relating to employment, wages, compensation, hours worked, or any other Claims for compensation or bonuses, including, but not limited to, all claims for unpaid wages, vacation pay, commission or bonus compensation under and claims arising under any Company compensation plan. | |
| ● | Any other Claim arising under local, state, or federal law. |
Notwithstanding the foregoing, this Agreement does not:
| ● | release the Company from any obligation expressly set forth in this Agreement or from any obligation including, without limitation, obligations under the workers’ compensation laws, which as a matter of law cannot be released; |
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| ● | release any Claim that may not by law be waived; | |
| ● | prohibit you from filing a charge with the Equal Employment Opportunity Commission (“EEOC”), the Florida Commission on Human Relations (“FCHR”), The Miami-Dade County Commission on Human Rights (“MDCCHR”) or any state or local agency; or | |
| ● | prohibit you from initiating communications directly with, providing information to, responding to any inquiries from, reporting possible violations of law or regulation, participating and cooperating with any investigation or proceeding by the EEOC, FCHR, MDCCHR or agency of federal, state, or local government and you do not need the Company’s permission to do so. Notwithstanding the foregoing, you agree to waive your right to recover monetary damages in connection with any charge, complaint or lawsuit filed by you or anyone else on your behalf (whether involving a governmental entity or not); provided that you are not agreeing to waive, and this Agreement shall not be read as requiring you to waive, any right you may have to receive an award for information provided to any governmental entity. |
Nothing in this release or this Agreement, however, shall limit the right of the Company or any affected party sought to be released hereunder to seek immediate dismissal of a charge of discrimination or any other employment related claim on the basis that your signing of this Agreement constitutes a full release of any rights you might otherwise have had to pursue the charge. You acknowledge and agree that, but for providing this waiver and release, you would not receive the Separation Pay and other consideration provided to you under the terms of this Agreement. You further agree that should you breach Section 4 or 5, the Company, in addition to any other legal or equitable remedy available to the Company shall be entitled to recover the monies already paid to you pursuant to Sections 1 and 2 of this Agreement. The Company and you agree that nothing contained herein shall be construed or considered to be an admission of any wrongdoing.
Your waiver and release are intended to be a complete bar to any recovery or personal benefit by or to you with respect to any claim whatsoever, including those raised through a charge with the EEOC, except those which, as a matter of law, cannot be released. In the event that you do successfully challenge the validity of the release, the Company or any affected party sought to be released hereunder may seek recovery from you of all amounts paid to you pursuant to this Agreement.
6. Your Acknowledgements. You acknowledge and agree that you have read this Agreement in its entirety and that this Agreement contains a general release of all known and unknown Claims. You further acknowledge and agree that:
(a) this Agreement does not release, waive or discharge any rights or Claims that may arise for actions or omissions after the Effective Date and you acknowledge that you are not releasing, waiving or discharging any Age Discrimination in Employment Act Claims that may arise after the Effective Date;
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(b) you are entering into this Agreement and releasing, waiving and discharging rights or Claims only in exchange for consideration which you are not already entitled to receive;
(c) you have been advised, and are being advised by this Agreement, to consult with an attorney before executing this Agreement;
(d) you have been advised, and are being advised by this Agreement, that you have been given at least 21 days within which to consider this Agreement, but you can execute this Agreement at any time prior to the expiration of such review period; and
(e) you are aware that this Agreement shall become null and void if you revoke your agreement to this Agreement within 7 days following the date of execution of this Agreement. You may revoke this Agreement at any time during such seven-day period by delivering (or causing to be delivered) to the Company written notice of your revocation of this Agreement to Thomas Lyons, VP Human Resources no later than 5:00 p.m. eastern time on the seventh full day following the date of execution of this Agreement (the “Effective Date”). You agree and acknowledge that a letter of revocation that is not received by such date and time will be invalid and will not revoke this Agreement.
7. Representations. As a condition of the Company entering into this Agreement, you further represent that you have not filed against the Company, any complaints or lawsuits pertaining to private claims with any court or governmental agency prior to the date hereof. You understand that by signing this Agreement, you waive your right to any monetary recovery in connection with a local, state, or federal governmental agency proceeding, and you waive your right to file a claim seeking monetary damages in any court, except as provided herein.
8. Defend Trade Secrets Act. You are notified that under the Defend Trade Secrets Act, (1) an individual shall not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, and (2) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal and (B) does not disclose the trade secret, except pursuant to court order.
9. Miscellaneous.
(a) Notices. Except as otherwise specifically provided herein, any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; or (iii) by electronic mail upon acknowledgment of receipt of electronic transmission; Notices to you shall be sent to the last known address in the Company’s records or such other address as you may specify in writing. Notices to the Company shall be sent to Thomas Lyons, VP, Human Resources at the Company.
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(b) Modifications and Amendments. This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of the Company.
(c) Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given and shall not constitute a continuing waiver or consent.
(d) Assignment. The Company may assign its rights and obligations hereunder to any person or entity that succeeds to all or substantially all of the Company’s business or that aspect of the Company’s business in which you were principally involved. You may not assign your rights and obligations under this Agreement without the prior written consent of Company.
(e) Governing Law/Venue. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the law of the State of Florida without giving effect to the conflict of law principles thereof and shall be commenced in a court of competent jurisdiction in the state of Florida. You further acknowledge that venue for such actions shall lie exclusively in the state and federal courts located in Miami, Florida.
(f) Enforceability. If any of the material provisions of this Agreement shall be held invalid, the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect, provided, however, that if any or all of Section 5 is held invalid, the Agreement shall be deemed null and void and you agree to return the value of the Separation Pay and COBRA benefits outlined in Sections 1 and 2 above.
(g) Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.
(h) Entire Agreement. This Agreement, together with your obligations under your Nondisclosure, Confidentiality, Assignment and Non-Competition Agreement with the Company, embodies the entire agreement and understanding between the parties hereto with respect to your separation from employment with the Company and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.
(i) Counterparts. This Agreement may be executed in two or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For all purposes a signature by fax, electric signature (i.e., Docu-Sign, etc.), or email scan shall be treated as an original.
By executing this Agreement, you are acknowledging that you have been afforded sufficient time to understand the terms and effects of this Agreement, that your agreements and obligations hereunder are made voluntarily, knowingly, and without duress, and that neither the Company nor its agents or representatives has made any representations inconsistent with the provisions of this Agreement.
SIGNATURES APPEAR ON THE NEXT PAGE
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The parties agree to be bound by all of the provisions of this Agreement.
| SEAN WALLACE | FOR THE COMPANY | |||
| /s/ Sean Wallace | by: | /s/ Abel Avellan | ||
| Date: | 6/25/2024 | Name and Title: | Abel Avellan, Chairman & CEO | |
| An authorized representative | ||||
| Date: | 6/24/2024 | |||
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Exhibit 99.1
AST SpaceMobile Announces Executive Leadership Team for Next Phase of Accelerated Growth
Executive leadership team set to accelerate commercialization and manufacturing efforts to support space-based cellular broadband network build out
MIDLAND, TX, June 25, 2024 – AST SpaceMobile, Inc. (“AST SpaceMobile”) (NASDAQ: ASTS), the company building the first and only space-based cellular broadband network accessible directly by everyday smartphones and is designed for both commercial and government use, today announced a strategic realignment of its executive leadership team including the appointment of Scott Wisniewski, who currently serves as Chief Strategy Officer, to the additional role of President, Shanti Gupta, who currently serves as Chief Accounting Officer, as Chief Operations Officer, and Andrew Johnson, who currently serves as Chief Legal Officer, to the additional role of Chief Financial Officer. The strategic realignment is designed to leverage the proven track record of members of AST SpaceMobile’s existing leadership and position the company for success in its next phase of accelerated growth.
By harnessing the capabilities and experience of members of its existing leadership team, AST SpaceMobile seeks to create an environment where executives can maximize their proven ability to accelerate commercialization, scale operations, and drive financial discipline to achieve the company’s ambitious goals.
Scott Wisniewski, AST SpaceMobile’s Chief Strategy Officer, will be stepping into the additional role of President, leveraging his extensive industry experience to oversee a broader scope encompassing commercialization efforts, product development, and regulatory affairs, in addition to continuing to lead capital markets strategy, corporate development and investor relations. Since joining AST SpaceMobile in March 2021, Wisniewski has driven significant corporate agreements and milestones for the company, including raising over $600 million of capital in the form of equity, convertible notes, and non-dilutive prepayments for the company. With this strategic realignment, he will broaden his focus to include driving revenue and growth and working to ensure the seamless transition from strategy to execution for the AST SpaceMobile network.
Shanti Gupta, currently Chief Accounting Officer, will be promoted to the role of Chief Operating Officer. In addition to his role as Chief Accounting Officer, Gupta has been driving many aspects of the company operations including supply chain, vendor relationships and negotiations, cost optimization, risk management, and information technology. As AST SpaceMobile transitions from technology development to full-scale manufacturing and production, Gupta’s full time focus on operations, institutional knowledge of the business, and leadership will be crucial in enhancing operational excellence, driving cost efficiencies, and making this critical phase of global expansion successful.
Andrew Johnson, AST SpaceMobile’s Chief Legal Officer, will serve in the additional role of Chief Financial Officer. Johnson’s deep understanding of the finance and legal landscape will be invaluable as AST SpaceMobile continues its global expansion. Johnson will oversee all aspects of accounting, reporting, treasury, compliance, risk management, and global legal matters. This expanded role provides strong financial and legal stewardship at full-scale manufacturing and commercialization of the AST SpaceMobile network. Johnson joined AST SpaceMobile in May from 3D Systems Corporation, –a publicly traded provider of 3D printers, where he served in senior roles including EVP, Chief Corporate Development Officer and Chief Legal Officer, Interim President and CEO, and Interim CFO.
“By aligning our executive leadership’s proven strengths with the evolving needs of the company, we believe we are primed for significant progress as we enter the next phase of commercialization,” said Abel Avellan, Founder, Chairman and CEO of AST SpaceMobile. “This strategic realignment is designed to empower each executive to maximize their impact, accelerating our mission of eliminating connectivity gaps and delivering space-based cellular broadband to people everywhere whenever they need it.”
Avellan added, “We are grateful to Sean Wallace, our outgoing Chief Financial Officer, for his leadership and contributions to AST SpaceMobile. His financial expertise was critical as we navigated a period of significant R&D, formation of key strategic partnerships, and validation of our technology, positioning us for rapid acceleration as we transition to commercial execution. We wish him all the best in his future endeavors and appreciate that he will consult for the company for a transition period.”
AST SpaceMobile has more than 3,300 patent and patent-pending claims for its technology and operates state-of-the-art, vertically integrated manufacturing and testing facilities in Midland, Texas, which collectively span 185,000 square feet. The company recently secured strategic investment from AT&T, Verizon, Google and Vodafone, as well as a new contract award with the United States Government through a prime contractor. The company has agreements with more than 45 mobile network operators globally, which have over 2.8 billion existing subscribers in total, including Vodafone Group, Rakuten Mobile, AT&T, Bell Canada, Orange, Telefonica, TIM, Saudi Telecom Company, MTN, Zain KSA, Etisalat, Indosat Ooredoo Hutchison, Telkomsel, Smart Communications, Globe Telecom, Millicom, Smartfren, Telecom Argentina, Telstra, Africell, Liberty Latin America and others. Rakuten, American Tower and Bell Canada are also existing investors in AST SpaceMobile.
About AST SpaceMobile
AST SpaceMobile is building the first and only global cellular broadband network in space to operate directly with standard, unmodified mobile devices, based on our extensive IP and patent portfolio, for both commercial and government use. Our engineers and space scientists are on a mission to eliminate the connectivity gaps faced by today’s five billion mobile subscribers and finally bring broadband to the billions who remain unconnected. For more information, follow AST SpaceMobile on YouTube, X (Formerly Twitter), LinkedIn and Facebook. Watch this video for an overview of the AST SpaceMobile mission.
Forward-Looking Statements
This communication contains “forward-looking statements” that are not historical facts, and involve risks and uncertainties that could cause actual results of AST SpaceMobile to differ materially from those expected and projected. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “would,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside AST SpaceMobile’s control and are difficult to predict.
Factors that may cause such differences include, but are not limited to: (i) expectations regarding AST SpaceMobile’s strategies and future financial performance, including AST’s future business plans or objectives, expected functionality of the SpaceMobile Service, anticipated timing of the launch of the Block 1 Bluebird satellites, anticipated demand and acceptance of mobile satellite services, prospective performance and commercial opportunities and competitors, the timing of obtaining regulatory approvals, ability to finance its research and development activities, commercial partnership acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, revenues, liquidity, cash flows and uses of cash, capital expenditures, and AST’s ability to invest in growth initiatives; (ii) the negotiation of definitive agreements with mobile network operators relating to the SpaceMobile service that would supersede preliminary agreements and memoranda of understanding and the ability to enter into commercial agreements with other parties or government entities; (iii) the ability of AST SpaceMobile to grow and manage growth profitably and retain its key employees and AST SpaceMobile’s responses to actions of its competitors and its ability to effectively compete; (iv) changes in applicable laws or regulations; (v) the possibility that AST SpaceMobile may be adversely affected by other economic, business, and/or competitive factors; (vi) the outcome of any legal proceedings that may be instituted against AST SpaceMobile; and (vii) other risks and uncertainties indicated in the Company’s filings with the SEC, including those in the Risk Factors section of AST SpaceMobile’s Form 10-K filed with the SEC on April 1, 2024.
AST SpaceMobile cautions that the foregoing list of factors is not exclusive. AST SpaceMobile cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors incorporated by reference into AST SpaceMobile’s Form 10-K filed with the SEC on April 1, 2024. AST SpaceMobile’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, AST SpaceMobile disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Investor Contact:
Scott Wisniewski
investors@ast-science.com
Media Contact:
Allison
Eva Murphy Ryan
917-547-7289
AstSpaceMobile@allisonpr.com