apph-20221017

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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))

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

APPH

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share

APPHW

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

On October 17, 2022, Ciara Burnham notified the Board of Directors (the “Board”) of AppHarvest, Inc. (the “Company”) of her intent to resign from the Board and all committees thereof effective October 18, 2022. Ms. Burnham’s decision to resign was not the result of any disagreement between the Company and Ms. Burnham on any matter relating to the Company’s operations, policies, or practices.

Effective October 20, 2022, and following Ms. Burnham’s resignation, the Board appointed Greg Couch, currently serving as a member of the Nominating and Corporate Governance Committee, as Chairperson of the Nominating and Corporate Governance Committee.

On October 21, 2022, the Board appointed Anthony Martin to serve as a director of the Company, effective as of October 20, 2022. The Board also appointed Mr. Martin to serve as a member of the Audit Committee.

There is no arrangement or understanding between Mr. Martin and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between Mr. Martin and any of the Company’s other directors or executive officers. The Company is not aware of any transaction involving Mr. Martin requiring disclosure under Item 404(a) of Regulation S-K.

Anthony Martin, age 66, has served as a member of the board of directors of the Fruit & Vegetable Dispute Resolution Corporation, a non-profit, member-based dispute resolution organization in the fresh produce industry, since May 2018. Previously Mr. Martin served as Chief Financial Officer of Windset Farms, a controlled environment agriculture producer, from December 2007 to October 2019. Mr. Martin, a chartered accountant, received a Bachelor of Commerce and a graduate degree in Accounting, Audit and Taxation from Concordia University.

Mr. Martin will be entitled to receive a $75,000 annual retainer for service as director. At each annual stockholder meeting following which his respective term as a director continues, Mr. Martin will be entitled to receive a restricted stock unit award having a value of $100,000 which will vest in full on the date of the following year’s annual meeting of the Company’s stockholders (or the date immediately preceding the date of the following year’s annual meeting if his service as a director ends at such meeting as a result of his failure to be re-elected or not standing for re-election), subject to continuous service as of such date and subject further to acceleration of vesting upon a change in control. Mr. Martin has also entered into the Company’s standard form of indemnification agreement.

On October 21, 2022, the Company issued a press release (the “Press Release”) announcing the appointment of Mr. Martin to the Board. A copy of the Press Release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information in this Item 7.01 of the Form 8-K, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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.


	AppHarvest, Inc.

Dated: October 21, 2022
	By:	/s/ Loren Eggleton
		Loren Eggleton
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)


Delaware	001-39288	84-5042965
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


500 Appalachian Way Morehead, KY			40351
(Address of principal executive offices)			(Zip Code)



Exhibit No.			Description
99.1			Press Release dated October 21, 2022
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).