UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 16, 2024 (
(Exact name of registrant as specified in its charter)
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Brad Hanson
On July 15, 2024, upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors of MoneyLion Inc. (the “Company”) appointed Brad Hanson as a member of the Board of Directors and as Chair of the Audit Committee. Mr. Hanson was appointed to serve in Class I to fill the vacancy following Jeff Gary’s resignation, as described further below, with a term expiring at the Company’s 2025 Annual Meeting of Stockholders and until his successor is duly elected and qualified or until his earlier resignation, death or removal.
Mr. Hanson will receive compensation for his service as a non-employee director in accordance with the Company’s Outside Director Compensation Program, as described in the Proxy Statement relating to the Company’s 2024 Annual Meeting of Stockholders, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 29, 2024, and a copy of which was filed with the SEC on March 17, 2022 as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
The Company and Mr. Hanson also have entered into the Company’s standard form of indemnification agreement, a copy of which was filed with the SEC on September 28, 2021 as Exhibit 3.4 to the Company’s Current Report on Form 8-K (001-39346).
There are no family relationships between Mr. Hanson and any of the Company’s directors or executive officers and Mr. Hanson does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K as promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). There were no arrangements or understandings by which Mr. Hanson was named a director.
Resignation of Jeff Gary
On July 11, 2024, Jeff Gary, a Class I director and the Chair of the Audit Committee, notified the Board of Directors of his decision to resign as a director of the Company as of July 11. Mr. Gary’s decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 7.01 Regulation FD.
On July 16, 2024, the Company issued a press release announcing the matters described in Item 5.02 hereof. A copy of the press release is attached hereto and filed as Exhibit 99.1 and incorporated by reference herein.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, is being “furnished” herewith and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that section, or incorporated by reference in any filing made by MoneyLion under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
|
Exhibit No. |
Description | |
| 99.1* | Press release, dated July 16, 2024, issued by MoneyLion Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Furnished herewith. |
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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.
| MONEYLION INC. | ||
| By: | /s/ Richard Correia | |
| Name: | Richard Correia | |
| Title: | President, Chief Financial Officer and Treasurer | |
| Date: July 16, 2024 | ||
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