8-K
Intellicheck, Inc. (IDN)
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): September 14, 2022
Intellicheck,Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-15465 | 11-3234779 |
|---|---|---|
| (State<br> or other Jurisdiction <br><br> of Incorporation) | (Commission<br> <br><br> File Number) | (IRS<br> Employer <br><br> Identification No.) |
200 Broadhollow Road, Suite 207, 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 communications pursuant<br> to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the<br> Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)<br> under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)<br> 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<br> Stock, $.001 par value | IDN | The<br> NASDAQ Stock Market LLC |
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. |
|---|
On September 14, 2022, the Board of Directors (the “Board”) of Intellicheck, Inc. (the “Company”) appointed Dondi Black and Greg Braca to the Board, effective immediately. This brings the total number of Board members to nine.
Dondi Black is Chief Product Officer at TSYS, a Global Payments company. In that capacity, she leads global product strategy and commercialization, as well as strategic partnerships. Black will draw on her 30 years of in-depth experience leading innovation and transformations in banking and payments, wealth, fraud and risk, and compliance in her position on the board of directors.
Greg Braca is the former President and CEO of TD Bank, one of the 10 largest banks in the U.S. He served as Chief Operating Officer and Head of Corporate and Specialty Banking for the bank prior to his ascending to his role as President and CEO. Braca brings more than 30 years of extensive banking experience to his position on the board of directors.
There are no arrangements or understandings between either Ms. Black or Mr. Braca and any other persons pursuant to which they were selected as directors. Ms. Black and Mr. Braca will each 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 Ms. Black or Mr. Braca has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Both Ms. Black and Mr. Braca 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.
Item9.01 - Financial Statements and Exhibits
| 99.1 | Press release of Intellicheck, Inc. dated September 19, 2022. |
|---|---|
| 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 thereunto duly authorized.
| Dated: | September<br>19, 2022 | INTELLICHECK, INC. | |
|---|---|---|---|
| By: | /s/ Jeffrey Ishmael | ||
| Jeffrey Ishmael | |||
| Chief Financial Officer |
Exhibit 99.1
Intellicheck Appoints FintechExpert and Banking Veteran to
Board of Directors SupportingStrategic Vision for Growth
MELVILLE, NEW YORK – September 19, 2022 - Intellicheck, Inc. (Nasdaq: IDN), an industry-leading identity company delivering on-demand digital and physical identification validation solutions, today announced the appointment of Dondi Black and Greg Braca to the company’s board of directors. Black is Senior Vice President, Chief Product Officer at TSYS. Braca is the former CEO and president of TD Bank.
“We are very excited to add Dondi Black and Greg Braca to our board of directors. Their deep fintech and banking knowledge and experience make them valuable additions to the Board. We are confident they will make important contributions in support of the Company’s strategic vision for continued growth as the Company continues its focus on furthering adoption of our innovative technology solutions across key market verticals,” said Chairman of the Board Guy L. Smith.
Dondi Black is Chief Product Officer at TSYS, a Global Payments company. In that capacity, she leads global product strategy and commercialization, as well as strategic partnerships. Black will draw on her 30 years of in-depth experience leading innovation and transformations in banking and payments, wealth, fraud and risk, and compliance in her position on the board of directors.
Greg Braca is the former President and CEO of TD Bank, one of the 10 largest banks in the U.S. He served as Chief Operating Officer and Head of Corporate and Specialty Banking for the bank prior to his ascending to his role as President and CEO. Braca brings more than 30 years of extensive banking experience to his position on the board of directors.
Both appointments became effective September 14, 2022.
Contact
Investor Relations: Gar Jackson (949) 873-2789
Media and Public Relations: Sharon Schultz (302) 539-3747
About Intellicheck
Intellicheck (Nasdaq: IDN) is an identity company that delivers on-demand digital identity validation solutions for KYC, fraud, and age verification needs. Intellicheck validates both digital and physical identities for financial services, fintech companies, BNPL providers, e-commerce, and retail commerce businesses, law enforcement and government agencies across North America. Intellicheck can be used through a mobile device, a browser, or a retail point-of-sale scanner. For more information on Intellicheck, visit us on the web and follow us on LinkedIn, Twitter, Facebook, and YouTube.