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): March 21, 2023 (March 16, 2023)

Payoneer Global Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-40547		86-1778671
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

150 W 30th St

New York, New York

10001

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 600-9272

N/A

____________________________

(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 to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement 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 of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	PAYO	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of common stock, $0.01 par value, at an exercise price of $11.50 per share	PAYOW	The 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 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.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

(b)

On March 16, 2023, Heather Tookes provided Payoneer Global Inc. (the “Company”) with notice of her decision to resign as a director of the Board of Directors (the “Board”) of the Company, effective March 17, 2023 (the “Effective Date”). Ms. Tookes also resigned as a member of the Board’s Audit Committee and Compensation Committee, effective as of the Effective Date. Ms. Tookes advised the Company that her decision did not result from any disagreement with the Company, its management, the Board or any committee of the Board.

(d)

On March 17, 2023, Sharda Caro del Castillo was appointed to serve as a director of the Board, effective as of the Effective Date, to fill the vacancy created by the departure of Ms. Tookes. Ms. Caro del Castillo will serve as a Class III directors with a term expiring at the Company’s 2024 Annual Meeting of Stockholders, and was appointed to the Board’s Compensation Committee and Risk Committee, effective as of the Effective Date.

Ms. Caro del Castillo entered into the Company’s standard form of indemnification agreement, which was incorporated by reference as Exhibit 10.4 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2023.

In connection with her appointment to the Board, Ms. Caro del Castillo received, on the day of her appointment, an initial appointment equity grant of restricted stock in an amount equal to $300,000, that settle into shares of common stock of the Company, one-third of which vest on the first anniversary after the date of grant, and the remainder vests in one-third annual installments, pursuant to the Company’s Non-Employee Director Compensation Plan, in which she will participate, which was incorporated by reference as Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2023.

There are no arrangements or understandings between Ms. Caro del Castillo and any other person pursuant to which she was elected as a director of the Company and the Company has not entered into any transactions with Ms. Caro del Castillo that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01

Regulation FD Disclosure

On March 21, 2023, the Company issued a press release announcing Ms. Tookes resignation and the appointment of Ms. Caro del Castillo which is attached hereto as Exhibit 99.1. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No

Exhibit 99.1		Press Release issued by Payoneer Global Inc., dated March 21, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PAYONEER GLOBAL INC.


March 21, 2023	By:	/s/ John Caplan
		Name: John Caplan
		Title: Chief Executive Officer

Exhibit 99.1

PRESS RELEASE

Sharda Caro del Castillo, global fintech and payments leader, joins Payoneer’s Board of Directors

Heather Tookes to step down from Payoneer’s Board of Directors

NEW YORK, March 21, 2023 – Payoneer (NASDAQ: PAYO), the financial technology company empowering the world’s small and medium-sized businesses to transact, do business and grow globally, today announced changes to its Board of Directors.

Sharda Caro Del Castillo joins the Payoneer Board of Directors effective March 17. Caro Del Castillo also serves as a member of the Risk and Compensation Committees of the Board. Caro Del Castillo has over 25 years of experience leading both business and legal teams and brings an extensive background in payments, financial services, and regulations and compliance to Payoneer’s Board. She most recently served as the Chief Legal Officer at Affirm. Prior to that, she has been the Global Head of Payments at Airbnb, Payments Counsel and Head of Payments Platform at Square, and Product and Regulatory counsel at PayPal, among other roles. She also serves on the Board of Directors of GoFundMe and Forter.

Heather Tookes stepped down from her role as Board member, effective March 17. The resignation was not the result of any disagreement with the Board of Directors or the Company. Tookes has been a member of Payoneer’s Board of Directors since 2021 and is a finance professor at the Yale School of Management.

“We are thrilled to welcome Sharda Caro Del Castillo to the Payoneer Board of Directors and look forward to the deep experience she brings and the value she will add to Payoneer,” said Avi Zeevi, Chairman of the Board of Directors of Payoneer. “I would like to thank Heather for her contributions to Payoneer. Her strong leadership, commitment, and strategic insights helped guide the company’s growth. While we will miss her, this is a natural evolution of our Board and I remain confident we have a strong, diverse Board that will help govern Payoneer for its future success.”

“I am honored to join Payoneer’s Board of Directors at such an exciting time for the company,” said Sharda Caro Del Castillo. “I am looking forward to working alongside our Board members and company management to continue to deliver on the Payoneer mission of providing a financial operating account for entrepreneurs and businesses around the world to do business across borders.”

About Payoneer

Payoneer is the financial technology company empowering the world’s small and medium-sized businesses (SMBs) to transact, do business and grow globally. Payoneer was founded in 2005 with the belief that talent is equally distributed, but opportunity is not. It is our mission to enable any business and entrepreneurs anywhere to participate and succeed in the global digital economy. Since our founding, we have built a global financial platform that has already made it easier for millions of SMBs, particularly in emerging markets, to pay and get paid, manage their funds, and grow their business.

Forward-Looking Statements

This press release includes, and oral statements made from time to time by representatives of Payoneer, may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or Payoneer’s future financial or operating performance. For example, projections of future volume, revenue, transaction cost and adjusted EBITDA are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “plan,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Payoneer and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) changes in applicable laws or regulations; (2) the possibility that Payoneer may be adversely affected by geopolitical and other economic, business and/or competitive factors; (3) Payoneer’s estimates of its financial performance; (4) the outcome of any legal proceedings; and (5) other risks and uncertainties set forth in Payoneer’s Annual Report on Form 10-K for the period ended December 31, 2022 and future reports that Payoneer may file with the SEC from time to time. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Payoneer does not undertake any duty to update these forward-looking statements.

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