SST 8-K
System1, Inc. (SST)
8-K
2025-06-10
For: 2025-06-10
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Added on
April 10, 2026
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): June 10, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(Address of principal executive offices) | (Zip Code) | |||||||||||||
(
(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 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 | Name of each exchange on which registered | ||||||||||||
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. ☐
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Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to 2022 Incentive Award Plan
On June 10, 2025, System1, Inc. (the “Company” or “System1”) held its Annual Meeting of Stockholders (the “2025 Annual Meeting”). At the 2025 Annual Meeting, the Company’s stockholders considered and approved, among other things, an amendment to the System1, Inc. 2022 Incentive Award Plan (the “2022 Plan Amendment”), in order to increase the Overall Share Limit available for grant under the 2022 Plan by 19,125,000 award shares. The 2022 Plan Amendment was previously approved, subject to stockholder approval, by the Company’s board of directors (the “Board”) prior to the submission to the Company’s stockholders for approval at the 2025 Annual Meeting. The 2022 Plan Amendment became effective immediately upon the closing of the 2025 Annual Meeting.
A summary of the terms of the 2022 Plan Amendment is set forth in the Company’s definitive proxy statement for the 2025 Annual Meeting filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 19, 2025 (the “Proxy Statement”) in the section titled “Proposal 4—Approval of an Amendment to the 2022 Incentive Award Plan” beginning on page 48 of the Proxy Statement, which is incorporated herein by reference. Such summary and the foregoing description are qualified in their entirety by reference to the text of the 2022 Plan Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Amendment to 2024 Stock Appreciation Rights Plan and Repricing of Certain Outstanding Stock Appreciation Rights Awards
At the 2025 Annual Meeting, the Company’s stockholders also considered and approved, among other things, an amendment to the System1, Inc. 2024 Stock Appreciation Rights Plan (the “SARs Plan Amendment”) and the repricing of certain outstanding stock appreciation rights awards (the “Repricing”). The SARs Plan Amendment and the Repricing were previously approved, subject to stockholder approval, by the Board prior to the submission to the Company’s stockholders for approval at the 2025 Annual Meeting. The SARs Plan Amendment and the Repricing became effective immediately upon the closing of the 2025 Annual Meeting.
A summary of the terms of the SARs Plan Amendment and the Repricing is set forth in the Company’s Proxy Statement in the section titled “Proposal 5—Approval of an Amendment to the 2024 Stock Appreciation Rights Plan and the Repricing of Certain Outstanding Stock Appreciation Rights Awards” beginning on page 55 of the Proxy Statement, which is incorporated herein by reference. Such summary and the foregoing description are qualified in their entirety by reference to the text of the SARs Plan Amendment, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2025 Annual Meeting, 71,986,226 shares of the Company’s Class A common stock and Class C common stock were represented in person or by proxy, constituting approximately 77% of the Company’s total outstanding shares of common stock as of April 22, 2025, the record date for the 2025 Annual Meeting, and constituting a quorum for the transaction of business at the 2025 Annual Meeting. At the 2025 Annual Meeting, the following five (5) proposals were submitted to the stockholders and the Company’s inspector of elections certified the vote tabulations indicated below. For more information about the proposals, please refer to the Proxy Statement and Proxy Statement Supplement.
Proposal 1 - Election of Class III Directors
The individuals listed below were each elected to serve on the Board for a three-year term expiring at the Company’s 2028 Annual Meeting of Stockholders, or until his or her successor is duly elected and qualified. The final report of the votes with respect to Proposal 1 was as follows:
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| Votes For | Votes Against | Votes Abstained/Withheld | Broker Non-Votes | ||||||||||||||||||||
| Ryan Caswell | 68,367,240 | 0 | 3,618,986 | 0 | |||||||||||||||||||
| John Civantos | 69,472,240 | 0 | 2,513,978 | 0 | |||||||||||||||||||
| Tanmay Kumar | 71,842,995 | 0 | 143,231 | 0 | |||||||||||||||||||
Proposal 2 - Ratification of the Independent Registered Public Accounting Firm
Proposal 2 was a management proposal to ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. This proposal was approved. The final report of the votes with respect to Proposal 2 was as follows:
| Votes For | Votes Against | Votes Abstained/Withheld | Broker Non-Votes | |||||||||||||||||
| 70,622,121 | 157,978 | 1,206,127 | 0 | |||||||||||||||||
Proposal 3 – Authorize Amendment to Amended Amended & Restated Certificate of Incorporation to Effect a Reverse Stock Split
Proposal 3 was a management proposal to authorize the Board to amend the Company’s Amended & Restated Certificate of Incorporation to effect a reverse stock split of all of the Company’s issued and outstanding common stock by a ratio in the range of 1-for-10 to 1-for-50 (the “Reverse Stock Split”). This proposal was approved. The final report of the votes with respect to Proposal 3 was as follows:
| Votes For | Votes Against | Votes Abstained/Withheld | Broker Non-Votes | |||||||||||||||||
| 71,875,342 | 108,498 | 2,386 | 0 | |||||||||||||||||
Proposal 4 – Approve an Amendment to 2022 Incentive Award Plan
Proposal 4 was a management proposal to approve an amendment to the Company’s 2022 Incentive Award Plan, including increasing the share reserve thereunder. This proposal was approved. The final report of the votes with respect to Proposal 4 was as follows:
| Votes For | Votes Against | Votes Abstained/Withheld | Broker Non-Votes | |||||||||||||||||
| 67,000,939 | 4,886,890 | 98,397 | 0 | |||||||||||||||||
Proposal 5 – Approve an Amendment to the 2024 Incentive Award Plan & the Repricing of Certain Outstanding Stock Appreciation Rights Awards
Proposal 5, was a management proposal to approve an amendment to the Company’s 2024 Stock Appreciation Rights Plan and the repricing of certain outstanding stock appreciation rights awards. This proposal was approved. The final report of the votes with respect to Proposal 5 was as follows:
| Votes For | Votes Against | Votes Abstained/Withheld | Broker Non-Votes | |||||||||||||||||
| 65,097,816 | 6,884,472 | 3,938 | 0 | |||||||||||||||||
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Section 8 - Other Events
Item 8.01 Other Events.
On June 10, 2025 the Company issued a press release announcing the Board approved a Reverse Stock Split ratio of 1-for-10, which is expected to become effective at 5:00 p.m. Eastern Time on June 11, 2025 and other matters related to the Reverse Stock Split.
A copy of the press release announcing these matters is filed as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated by reference into this Item 8.01.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| System1, Inc. | ||||||||||||||
| Date: | June 10, 2025 | By: | /s/ Daniel J. Weinrot | |||||||||||
Name: | Daniel J. Weinrot | |||||||||||||
Title: | General Counsel & Corporate Secretary | |||||||||||||
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Exhibit 10.1
FIRST AMENDMENT TO
SYSTEM1, INC.
2022 INCENTIVE AWARD PLAN
THIS FIRST AMENDMENT (this “First Amendment”) to the System1, Inc. 2022 Incentive Award Plan is made and adopted by the Board of Directors (the “Board”) of System1, Inc., a Delaware corporation (the “Company”), on May 5, 2025, and effective as of June 10, 2025, the date of the Company’s 2025 annual meeting of stockholders (provided that it is approved by the Company’s stockholders at such meeting) (the “Effective Date”). All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Plan (as defined below).
RECITALS
WHEREAS, the Company maintains the System1, Inc. 2022 Incentive Award Plan (the “Plan”);
WHEREAS, pursuant to Section 10.4 of the Plan, the Board has the authority to amend the Plan from time to time, including to increase the maximum aggregate number of Shares available for issuance thereunder, subject to approval of the Company’s stockholders; and
WHEREAS, the Board believes it is in the best interests of the Company and its stockholders to amend the Plan as set forth herein.
NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as follows, effective as of the Effective Date:
AMENDMENT
1.Section 11.27 of the Plan is hereby deleted and replaced in its entirety with the following:
“11.27 “Overall Share Limit” means the sum of (a) 27,422,625 Shares and (b) an annual increase on the first day of each calendar year beginning January 1, 2023 and ending on and including January 1, 2032, equal to the lesser of (i) a number of Shares equal to 2.5% of the aggregate number of Shares outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of Shares as is determined by the Board.”
2.This First Amendment shall be and is hereby incorporated into and forms a part of the Plan.
3.Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect.
* * *
Exhibit 10.2
SECOND AMENDMENT TO
SYSTEM1, INC.
2024 STOCK APPRECIATION RIGHTS PLAN
THIS SECOND AMENDMENT (this “Second Amendment”) to the System1, Inc. 2024 Stock Appreciation Rights Plan is made and adopted by the Board of Directors (the “Board”) of System1, Inc., a Delaware corporation (the “Company”), on May 5, 2025, and effective as of June 10, 2025, the date of the Company’s 2025 annual meeting of stockholders (provided that it is approved by the Company’s stockholders at such meeting) (the “Effective Date”). All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Plan (as defined below).
RECITALS
WHEREAS, the Company maintains the System1, Inc. 2024 Stock Appreciation Rights Plan, as amended (as amended, the “Plan”);
WHEREAS, pursuant to Section 4(d) of the Plan, the Board has the authority to amend the Plan from time to time, including to adjust or modify any Adjusted EBITDA dollar threshold set forth thereunder, subject to approval of the Company’s stockholders; and
WHEREAS, the Board believes it is in the best interests of the Company and its stockholders to amend the Plan as set forth herein; provided, that this Second Amendment shall apply only to (i) Awards that are outstanding as of the Effective Date and held by Participants who are current Service Providers as of the Effective Date and (ii) Awards that are granted under the Plan following the Effective Date.
NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as follows, effective as of the Effective Date:
AMENDMENT
1.Section 3(e)(i) of the Plan is hereby deleted and replaced in its entirety with the following:
“i. General. Each Award of Stock Appreciation Rights granted under the Plan shall vest and become exercisable as follows, subject to and conditioned upon the applicable Participant’s continued status as a Service Provider through the applicable Vesting Date (as defined below):
1.Twenty-five percent (25%) of the Stock Appreciation Rights subject to the Award (the “Tranche I SARs”) shall vest if the Company’s Adjusted EBITDA for any trailing twelve (12)-month period concluding on or after the applicable date of grant equals or exceeds $50,000,000;
2.Twenty-five percent (25%) of the Stock Appreciation Rights subject to the Award (the “Tranche II SARs”) shall vest if the Company’s Adjusted EBITDA for any trailing twelve (12)-month period concluding on or after the applicable date of grant equals or exceeds $55,000,000;
3.Twenty-five percent (25%) of the Stock Appreciation Rights subject to the Award (the “Tranche III SARs”) shall vest if the Company’s Adjusted EBITDA for any trailing twelve (12)-month period concluding on or after the applicable date of grant equals or exceeds $60,000,000; and
4.The remaining twenty-five percent (25%) of the Stock Appreciation Rights subject to the Award (the “Tranche IV SARs”) shall vest if the Company’s Adjusted EBITDA for any trailing twelve (12)-month period concluding on or after the applicable date of grant equals or exceeds $65,000,000.”
US-DOCS\158417264.4
Exhibit 10.2
2.This Second Amendment shall apply only to (i) Awards that are outstanding as of the Effective Date and held by Participants who are current Service Providers as of the Effective Date and (ii) Awards that are granted under the Plan following the Effective Date.
3.This Second Amendment shall be and is hereby incorporated into and forms a part of the Plan.
4.Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect.
* * *
US-DOCS\158417264.4
Exhibit 99.1
System1 Announces Reverse Stock Split
Shares Expected to Begin Trading on a Split-Adjusted Basis on June 12, 2025
LOS ANGELES, CA – June 10, 2025 – System1, Inc. (NYSE: SST) (“System1” or the “Company”), an omnichannel customer acquisition marketing platform, today announced that its board of directors has approved a reverse stock split (the “Reverse Stock Split”) of its Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) and Class C Common Stock, par value $0.0001 per share (“Class C Common Stock”, and together with the Class A Common Stock, the “Common Stock”) at a ratio of 1-for-10. Stockholders approved a proposal to allow the board of directors, in its discretion, to effect the Reverse Stock Split at the Annual Meeting of Stockholders held on June 10, 2025, with the final ratio determined by the Company’s board of directors.
The Reverse Stock Split is expected to become effective at 5:00 p.m. Eastern Time on June 11, 2025 (the “Effective Time”). Shares of System1 Class A Common Stock are expected to begin trading on a split-adjusted basis on the New York Stock Exchange (the “NYSE”) on June 12, 2025. Shares of the Class A Common Stock will continue to trade under the symbol “SST” and the new CUSIP number will be 87200P 208.
Warrant Adjustments and Trading Information
The CUSIP for the Company’s redeemable warrants will remain unchanged. However, under the terms of the applicable warrant agreement, the number of shares of Class A Common Stock issuable on exercise of each warrant will be proportionately decreased. Specifically, following effectiveness of the Reverse Stock Split, every 10 shares of Class A Common Stock that may be purchased pursuant to the exercise of redeemable warrants now represents one (1) share of Class A Common Stock that may be purchased pursuant to such warrants. Accordingly, every 10 warrants will be exercisable for one share of Class A Common Stock at an exercise price of $115.00 per share of Class A Common Stock.
Impact on Common Stock
The Company will file an amendment to its Amended and Restated Certificate of Incorporation to implement the Reverse Stock Split as of the Effective Time. The Reverse Stock Split is intended to, among other things, increase the per share trading price of the Class A Common Stock in order to satisfy the closing price requirements for continued listing on the NYSE.
At the Effective Time of the Reverse Stock Split, every 10 shares of Common Stock outstanding and held of record by each stockholder of the Company, including treasury shares, will be automatically reclassified into one (1) new share of Common Stock. As a result of the Reverse Stock Split, proportionate adjustments will also be made to the number of shares of Common Stock underlying System1’s outstanding equity awards and the number of shares issuable under System1’s equity incentive plans and existing agreements, as well as the exercise price and/or any strike price, as applicable.
The Reverse Stock Split has no effect on the par value of the Company’s Common Stock or authorized shares of any class of Common Stock. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity (and the proportional voting power will remain unchanged), except to the extent that the Reverse Stock Split results in some stockholders receiving cash in lieu of fractional shares. No fractional shares will be issued in connection with the Reverse Stock Split. Instead, each holder of Class A Common Stock will be entitled to receive a cash payment in lieu thereof at a price equal to the fraction of one share to which the stockholder would otherwise be entitled multiplied by the closing price per share of Class A Common Stock on the NYSE on June 11, 2025. The terms of System1’s outstanding warrants do not permit issuance of fractional shares upon exercise of such warrants. Instead, the number of shares issuable shall be rounded down upon exercise of the warrants.
Exhibit 99.1
Shareholder Information and Transfer Agent Details
Continental Stock Transfer & Trust Company is acting as transfer and exchange agent for the Reverse Stock Split. Registered stockholders who hold shares of Common Stock are not required to take any action to receive split-adjusted shares. Stockholders who own shares via a broker, bank, trust or other nominee organization will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such organization’s particular processes, and will not be required to take any action in connection with the Reverse Stock Split.
Additional information about the Reverse Stock Split can be found in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on May 19, 2025, which is available on the SEC’s website, www.sec.gov, and on the “Investors” section of the Company’s website at https://ir.system1.com/overview/default.aspx, or the Company’s Current Report on Form 8-K filed on June 10, 2025.
About System1, Inc.
System1 combines best-in-class technology & data science to operate its advanced Responsive Acquisition Marketing Platform (RAMP). System1’s RAMP is omnichannel and omnivertical, and built for a privacy-centric world. RAMP enables the building of powerful brands across multiple consumer verticals, the development & growth of a suite of privacy-focused products, and the delivery of high-intent customers to advertising partners. For more information, visit www.system1.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements made in this press release are considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements reflect System1’s current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements.
Due to known and unknown risks, actual results may differ materially from System1’s expectations and projections. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the Company’s ability to regain compliance with the minimum bid price requirement; the effectiveness of the Reverse Stock Split; the continued listing of the Class A Common Stock on NYSE; and the Company’s financial condition. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC, as updated by other reports filed with the SEC, including, but not limited to, our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, and the Company’s other filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these risk factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
Investors:
Brett Milotte
ICR, Inc.