8-K
Intellicheck, Inc. (IDN)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM8-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): March 11, 2020
Intellicheck,Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-50296 | 11-3234779 |
|---|---|---|
| (State or other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
535 Broad Hollow Road, Suite B51, Melville, NY 11747
(Address of principal executive offices) (Zip code)
(516) 992-1900
(Registrant’s telephone number, including area code)
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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| [ ] | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement<br> 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<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common Stock, $.001 par value | IDN | The NASDAQ Stock Market LLC |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |
| --- | --- |
On March 11, 2020, the Board of Directors (the “Board”) of Intellicheck, Inc. (the “Company”) appointed Dylan Glenn and Bryan Lewis to the Board, effective immediately. This brings the total number of Board members to eight.
Mr. Glenn is CEO of KBBO Americas, L.P. KBBO Americas is the U.S.-based investment vehicle for the KBBO Group, a diversified investment company headquartered in the United Arab Emirates. Prior to joining the KBBO Group, Mr. Glenn was Senior Managing Director of Guggenheim Partners, where he joined in 2005. Most recently, he worked in two capacities at the Firm. First, he coordinated the joint venture-Guggenheim KBBO Partners, Ltd. The joint venture is based in Dubai, UAE and is a partnership between the Abu Dhabi-based KBBO Group and Guggenheim Partners. Guggenheim KBBO Partners is a merchant banking effort that leverages the Firm’s investment banking and asset management capabilities with an important strategic partner with deep operating experience throughout the Middle East. Mr. Glenn continues to serve as Chairman of Guggenheim KBBO Partners. Additionally, he led the Guggenheim’s Government Relations efforts in Washington and was a Member of the Guggenheim Partners Public Affairs Committee. Prior to joining Guggenheim, Mr. Glenn served as Deputy Chief of Staff to Governor Sonny Perdue of Georgia. As a Deputy Chief of Staff, Mr. Glenn was responsible for all External Affairs. Mr. Glenn also served in the White House in Washington, D.C. as Special Assistant for President George W. Bush for Economic Policy. He was a member of the National Economic Council team advising the President on various economic issues. He has spent almost two decades in national and state politics. Mr. Glenn received his B.A. degree from Davidson College in North Carolina.
Lewis has been CEO of Intellicheck for two years. He joined the company with over 30 years of global leadership positions in operations and sales in the financial services and financial technology sectors. Lewis has a demonstrated ability to scale both high-growth and under-performing companies to create significant shareholder value. Prior to joining Intellicheck, he was Chief Operating Officer of Third Bridge, Inc. where he oversaw the growth of the company from 100 to 600 employees and a CAGR of 56% in a four-year period. Previously, Lewis held senior leadership positions at BondDesk (sold to TradeWeb), TheMarkets.com (sold to Capital IQ), Reuters, Barra (sold to MSCI) and Bloomberg.
There are no arrangements or understandings between Mr. Glenn or Mr. Lewis and any other persons pursuant to which they were selected as directors. Mr. Glenn will be eligible to receive the standard compensation paid to non-employee/non-investor directors previously disclosed by the Company. Neither the Company nor the Board is aware of any transaction in which Mr. Glenn or Mr. Lewis has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Both Mr. Glenn and Mr. Lewis will be indemnified by the Company pursuant to the Company’s Amended and Restated Certificate of Incorporation and Bylaws for actions associated with being a director.
A copy of the Company’s press release announcing the appointments is attached hereto as Exhibit 99.1.
Appointmentof Bill White as Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary
On March 11, 2020, the Board of Directors named Bill White as Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary. Mr. White had formerly served as Chief Financial Officer, Treasurer and Secretary. Mr. White was named interim CEO and President on October 4, 2017, serving in such position until February 21, 2018, and has served as Chief Financial Officer, Treasurer and Secretary since April 1, 2012. Mr. White has more than 30 years of experience in financial management, operations and business development. Prior to joining Intellicheck, he served 11 years as the Chief Financial Officer, Secretary and Treasurer of FocusMicro, Inc. In connection with the new role as Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary, Mr. White will continue to receive his prior compensation and bonus as established and modified from time to tome by the Board of Directors.
Item9.01 - Financial Statements andExhibits
| 99.1 | Press release of Intellicheck, Inc. dated March 11, 2020. |
|---|
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 thereunto duly authorized.
| Dated:<br> March 16, 2020 | INTELLICHECK,<br> INC. | |
|---|---|---|
| By: | /s/ Bill White | |
| Bill<br> White | ||
| Chief<br> Financial Officer |
Exhibit99.1

IntellicheckAppoints Two New Board Members
Intellicheck (Nasdaq: IDN), an industry leader in identification authentication solutions, today announced the appointment of two new members to the company’s board of directors, effective, today, March 11, 2020.
Joining the board are KBBO Americas CEO Dylan Glenn and Intellicheck CEO Bryan Lewis.
“We are excited to welcome Dylan Glenn and Bryan Lewis to our board of directors. They bring decades of leadership and expertise in key areas that are essential to our future direction and operational success. We believe the insight and perspective they bring will be invaluable to the company and the board,” said Intellicheck Chairman of the Board Guy L. Smith.
KBBO Americas is the U.S.-based investment vehicle for the KBBO Group, a diversified investment company headquartered in the United Arab Emirates. Prior to joining the KBBO Group, Glenn was Senior Managing Director of Guggenheim Partners, which he joined in 2005. He currently serves as Chairman of Guggenheim KBBO Partners. While at Guggenheim Partners, Glenn led the firm’s Government Relations efforts in Washington and was a Member of the Guggenheim Partners Public Affairs Committee. Prior to joining Guggenheim, he served as Deputy Chief of Staff to Governor Sonny Perdue of Georgia. Glenn also served in the White House in Washington, D.C. as Special Assistant to President George W. Bush for Economic Policy. In his role as Special Assistant to the President, he was a member of the National Economic Council team advising the President on various economic issues.
Lewis has been CEO of Intellicheck for two years. He joined the company with over 30 years of global leadership positions in operations and sales in the financial services and financial technology sectors. Lewis has a demonstrated ability to scale both high-growth and under-performing companies to create significant shareholder value. Prior to joining Intellicheck, he was Chief Operating Officer of Third Bridge, Inc. where he oversaw the growth of the company from 100 to 600 employees and a CAGR of 56% in a four-year period. Previously, Lewis held senior leadership positions at BondDesk (sold to TradeWeb), TheMarkets.com (sold to Capital IQ), Reuters, Barra (sold to MSCI) and Bloomberg.
About Intellicheck
Intellicheck (Nasdaq: IDN) is a trusted industry leader in technology solutions that stop identity theft and fraud with real-time identification authentication and age verification. We make it possible for our clients to increase revenues, improve customer service, and increase operational efficiencies. The company is focused on partnering with banks, credit card issuers and retailers to prevent fraud. Intellicheck also serves law enforcement agencies, national defense clients and diverse state and federal government agencies. For more information on Intellicheck, visit http://www.intellicheck.com/ and follow Intellicheck on Twitter, on Facebook, on LinkedIn and on YouTube.
Contacts
Media and Public Relations: Sharon Schultz (302) 539-3747
Investor Relations: Gar Jackson (949) 873-2789