8-K

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): May 11, 2022

WEAVE COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (888) 579-5668

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:

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 11, 2022, the Board of Directors (the “Board”) of Weave Communications, Inc. (the “Company”) appointed George P. Scanlon as a Class II member of the board of directors of the Company (the “Board”). Mr. Scanlon was also appointed to the Audit Committee of the Board (the “Audit Committee”).

In connection with his service as a director, Mr. Scanlon will receive the Company’s standard non-employee director cash and equity compensation. Mr. Scanlon will receive a pro rata portion of the (i) $35,000 annual retainer for his service and (ii) $10,000 annual retainer for his service on the Audit Committee. Mr. Scanlon is also entitled to a grant of restricted stock units under the Company’s 2021 Equity Incentive Plan with a grant date value equal to $300,000 on the date of his appointment, and is eligible to receive future annual grants of restricted stock units under such plan. Mr. Scanlon will also enter into the Company's standard form of indemnification agreement.

There are no arrangements or understandings between Mr. Scanlon and any other persons pursuant to which Mr. Scanlon was appointed as a member of the Board and Mr. Scanlon does not have any transactions reportable under Item 404(a) of Regulation S-K.

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.