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): January 18, 2022

Olo Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-40213	20-2971562
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

285 Fulton Street One World Trade Center 82nd Floor New York, New York	10007
(Address of Principal Executive Offices)	(Zip Code)

(212) 260-0895

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 (see General Instruction A.2. below):

☐ 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
Class A Common Stock, $0.001 par value per share	OLO	New York Stock Exchange

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.  ☐

INFORMATION TO BE INCLUDED IN THE REPORT

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

On January 18, 2022, Matthew Tucker informed Olo Inc. (the “Company”) of his intention to resign from his position as President and Chief Operating Officer. Mr. Tucker will continue to serve as President through March 31, 2022, following which he will remain at the Company as a strategic advisor through December 31, 2022, subject to the terms of an advisor agreement with the Company.

Effective January 18, 2022, Nithya B. Das, who has served as the Company’s Chief Legal Officer and Corporate Secretary since November 2020, has been appointed to the position of Chief Operating Officer, alongside continuing her current role. Ms. Das’ title will be Chief Operating Officer and Chief Legal Officer. Ms. Das previously held the positions of General Counsel from October 2019 and Secretary from November 2019 until November 2020. The information required by Item 401 of Regulation S-K was previously disclosed in the Company’s final Prospectus filed by the Company with the Securities and Exchange Commission on March 18, 2021. There are no reportable family relationships or related party transactions (as defined in Item 404(a) of Regulation S-K) other than as disclosed therein.

Item 7.01. Regulation FD Disclosure.

On January 18, 2022, the Company issued a press release announcing this transition. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language in such filings.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit     No.	Description
99.1	Press Release, dated January 18, 2022, issued by Olo Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL).

SIGNATURES

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.

	Olo Inc.
Dated: January 18, 2022
	By:	/s/ Noah H. Glass
		Noah H. Glass
		Chief Executive Officer (Principal Executive Officer)

EX-99.1

Exhibit 99.1

Olo Announces Promotion of Nithya B. Das to COO and Planned Retirement of Matthew Tucker

January 18, 2022

Nithya B. Das promoted to Chief Operating Officer and Chief Legal Officer

Matthew Tucker, President and Chief Operating Officer, to Retire on March 31, 2022

NEW YORK—(BUSINESS WIRE)— Olo Inc. (NYSE: OLO), a leading on-demand commerce platform powering the restaurant industry’s digital transformation, today announced Nithya B. Das, the company’s Chief Legal Officer, will assume the role of Chief Operating Officer, alongside her current role.

Promotion of Nithya B. Das

The company has promoted Nithya B. Das to Chief Operating Officer and Chief Legal Officer. Ms. Das is a seasoned technology executive with more than 15 years of experience in technology growth companies, corporate development, and operations.

“I have been fortunate to have Nithya as a trusted advisor to me over these last two years, and I’m confident she will lead us through the next phase of Olo’s growth as our COO and CLO,” said Noah Glass, Founder and Chief Executive Officer of Olo. “I asked Nithya to step into this role as she has a strong operating background and experience in building and scaling high-growth tech companies,” concluded Mr. Glass.

Ms. Das joined Olo in October 2019 and currently serves as Olo’s Chief Legal Officer and Corporate Secretary. She will continue in this role and will take on oversight of additional corporate and technology functions. Prior to joining Olo, Ms. Das was a senior executive at AppNexus, an advertising technology company, including roles as the Chief Legal and People Officer, where she oversaw the company’s global legal, corporate development, and human resources affairs through a time of robust growth and expansion. Prior to AppNexus, Ms. Das represented technology growth companies as an attorney at Goodwin Procter LLP.

Retirement of Matt Tucker

The company also announced today that Matthew Tucker, President and COO, plans to retire as of March 31, 2022. Mr. Tucker will remain in his current role as President through that time and will serve as an advisor as well as provide strategic guidance to the company through the end of 2022.

“I want to congratulate Matt on his retirement, as well as thank Matt for his valuable contributions to our company’s success, including playing an important role in our growth and our transition to a public company. The leadership team and I look forward to his ongoing support in the months ahead as we continue to execute our vision of digital entirety,” said

Mr. Glass. Mr. Tucker has served as Olo’s COO since September 2013 and as President since January 2020. During his tenure at Olo, Mr. Tucker was instrumental in scaling Olo’s team, increasing the company’s partnership ecosystem to more than 100 restaurant technology providers, and developing products such as Dispatch, Rails, and Olo Pay.

“I am extremely proud of our accomplishments during my tenure as President and COO, including the recent milestone of becoming a public company. I look forward to working alongside Noah, Nithya, and the Olo team to help ensure a seamless transition and supporting the company as an advisor,” said Mr. Tucker.

About Olo

Olo is a leading on-demand commerce platform powering the restaurant industry’s digital transformation. Millions of orders per day run on Olo’s enterprise SaaS engine, enabling brands to maximize the convergence of digital and brick-and-mortar operations. The Olo platform provides the infrastructure to capture demand and manage consumer orders from every channel. With integrations to over 100 technology partners, Olo customers can build digital experiences with the largest and most flexible restaurant commerce ecosystem on the market. Over 500 restaurant brands use Olo to grow digital sales, maximize profitability, and preserve direct consumer relationships. Learn more at olo.com.

Contacts

Media

olo@icrinc.com

Investor Relations

InvestorRelations@olo.com

XML

Document and Entity Information	Jan. 18, 2022
Cover [Abstract]
Entity Address, State or Province	NY
Amendment Flag	false
Entity Central Index Key	0001431695
Document Type	8-K
Document Period End Date	Jan. 18, 2022
Entity Registrant Name	Olo Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-40213
Entity Tax Identification Number	20-2971562
Entity Address, Address Line One	285 Fulton Street
Entity Address, Address Line Two	One World Trade Center
Entity Address, Address Line Three	82nd Floor
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10007
City Area Code	(212)
Local Phone Number	260-0895
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock, $0.001 par value per share
Trading Symbol	OLO
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	false