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): December 23, 2022

Forge Global Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39794	98-1561111
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

415 Mission St.
Suite 5510 San Francisco, California (Address of principal executive offices) 94105 (Zip Code)

(415) 881-1612

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	FRGE	NYSE

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 x

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. o

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

On December 23, 2022, Jose Cobos notified Forge Global Holdings, Inc. (the “Company”) of his decision to step down as President of the Company, effective December 31, 2022. Mr. Cobos will thereafter serve as a consultant until the end of May 2023 to help transition his roles and responsibilities. In advance of his departure, the Company thanks Mr. Cobos for his exemplary leadership and significant contributions.

On December 23, 2022, the Company entered into a separation agreement with Mr. Cobos (the “Separation Agreement”) which provides, among other things, that Mr. Cobos is entitled to the following benefits: (i) a cash payment of $500,000 within 60 days of December 31, 2022 (the “Separation Date”), representing 12 months of Mr. Cobos’ current base salary, (ii) a cash payment of $550,000 within 60 days of the Separation Date, representing Mr. Cobos’ current annual target bonus, (iii) accelerated vesting of 60% of all unvested stock option awards granted to Mr. Cobos under the Company’s 2018 Stock Incentive Plan, (iv) accelerated vesting of 301,409 restricted stock units underlying the award granted to Mr. Cobos on June 1, 2022 under the Company’s 2022 Stock Option and Incentive Plan, (v) continued provision of health care benefits for up to 18 months after the Separation Date to the extent Mr. Cobos is eligible under applicable law, and (vi) reimbursement for equity award early exercise payments related to unvested and forfeited shares and certain other expenses. Such benefits are contingent on Mr. Cobos’ continued compliance with the terms of the Separation Agreement, including a general release of claims in favor of the Company.

Additionally, the Company and Mr. Cobos entered into a services agreement (the “Services Agreement”) on December 23, 2022, pursuant to which Mr. Cobos will provide consulting services following the Separation Date until the end of May 2023 in exchange for a monthly cash payment of $41,667.

The foregoing descriptions of the Separation Agreement and the Services Agreement are not complete and are qualified in their entirety by reference to the Separation Agreement and the Services Agreement, copies of which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the year ending December 31, 2022.

Item 7.01. Regulation FD Disclosure.

On December 27, 2022, the Company issued a press release, attached hereto as Exhibit 99.1, announcing the promotion of several tenured Company executives to expanded roles in connection with the Company’s ongoing Strategic Evolution.

The foregoing (including the information presented in Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended. The submission of the information set forth in this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Item 7.01, including the information presented in Exhibit 99.1, that is provided solely in connection with Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated December 27, 2022
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Forge Global Holdings, Inc.
Date: December 27, 2022	By:	/s/ Kelly Rodriques
	Name:	Kelly Rodriques
	Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

Forge Announces Strategic Evolution to Deliver Customer-Centric Solutions, Drive Efficiencies Across the Business

December 27, 2022 – SAN FRANCISCO – Forge Global Holdings, Inc., (“Forge” or the “Company”) (NYSE:FRGE), a global private securities marketplace, today announced its customer-centric strategic evolution (“The Strategic Evolution”), led by its executive leadership team and which includes the promotion of several tenured Forge executives to expanded roles.

The Strategic Evolution is designed to center the business around the evolving needs of customers, align Forge’s complementary business units and accelerate the development of Forge’s technology platform in support of a unified customer experience, resulting in a more efficient and agile organization.

“Our evolution is about accelerating the network effects of the Forge platform – delivering data, markets, custody and company solutions – through an integrated, tech-enabled experience to every private market stakeholder,” said Kelly Rodriques, Chief Executive Officer of Forge. “We believe that these changes will result in more efficient operations and a best-in-class experience for all participants – including shareholders, companies, institutions, investors and partners.”

Leaders assuming new or expanded responsibility include:

•Jennifer Phillips, Chief Growth Officer, will oversee Forge’s revenue and international growth. Ms. Phillips will lead an integrated sales team spanning data, markets and custody as well as new products. Ms. Phillips, who has more than 20 years of capital markets experience, joined Forge when the Company acquired SharesPost in 2020, where she was President of SharesPost Financial Services.

•Ms. Phillips will partner with the current Chief Marketing Officer Megan Hanley, who owns all marketing and, together, Ms. Phillips and Ms. Hanley will have accountability for growth and revenue.

•Drew Sievers, currently President of Forge Trust, will assume expanded responsibility as Forge’s Chief Delivery Officer; In this role, Mr. Sievers will oversee Forge’s delivery function, including operations, product and design, and will work in partnership with Chief Technology Officer Vidya Eashwer to accelerate product and technology delivery. Mr. Sievers has more than 30 years of experience building financial technology companies and before joining Forge in 2020 was previously Chief Executive Officer of Harvest Savings & Wealth Technologies and mFoundry.

•Ms. Eashwer was promoted to Chief Technology Officer in October; Her role includes setting strategic technology vision and roadmap for Forge, with responsibility for engineering, information security and IT, and analytics and insights. Before joining Forge to lead the data team and oversee the development and deployment of Forge’s first data products, Ms. Eashwer, an experienced engineer, led teams of 100+ engineers building scalable enterprise-wide systems and designing architecture across all aspects of the software development lifecycle in her role as Head of Technology, Edge Systems at Intercontinental Exchange, parent of the New York Stock Exchange.

In addition to those named above, the executive leadership team includes Chief Financial Officer Mark Lee, Chief Legal Officer Johnathan Short and Chief People Officer Victoria Hughes.

“Our executive team has a demonstrated track record of scaling ground-breaking companies,” Mr. Rodriques said. “This team recognizes the opportunity that Forge has as a leader and innovator in this new asset class – and we’ve worked hand-in-hand to design the Strategic Evolution so we can continue to scale to achieve our bold vision for the private market.”

About Forge

Forge is a leading provider of marketplace infrastructure, data services and technology solutions for private market participants. Securities-related services are offered through Forge Securities LLC (“Forge Securities”), a wholly-

owned subsidiary of Forge. Forge Securities is a registered broker-dealer that operates an alternative trading system and is a Member of FINRA/SIPC.

Forward-Looking Statements

This press release contains “forward-looking statements, ”which generally are accompanied by words such as “believe,” “may,” ”could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “target,” “goal,” “expect,” “should,” “would,” “plan,” “predict,” “project,” “forecast,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict, indicate or relate to future events or trends or Forge’s future financial or operating performance, or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding Forge’s beliefs regarding its financial position and operating performance in connection with the Strategic Evolution. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, while considered reasonable by Forge and its management, are subject to risks and uncertainties that may cause actual results to differ materially from current expectations. You should carefully consider the risks and uncertainties described in Forge’s documents filed, or to be filed, with the SEC from time to time, including in its Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and Annual Reports on Form 10-K. There may be additional risks that Forge presently does not know of or that it currently believes are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect Forge’s expectations, plans or forecasts of future events and views as of the date of this press release. Forge anticipates that subsequent events and developments will cause its assessments to change. However, while Forge may elect to update these forward-looking statements at some point in the future, Forge specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Forge’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Contacts

Investor Relations Contact:

Dominic Paschel

ir@forgeglobal.com

Media Contact:

Lindsay Riddell

press@forgeglobal.com 

XML

Cover	Dec. 23, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 23, 2022
Entity Registrant Name	Forge Global Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39794
Entity Tax Identification Number	98-1561111
Entity Address, Address Line One	415 Mission St.
Entity Address, Address Line Two	Suite 5510
Entity Address, City or Town	San Francisco,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94105
City Area Code	(415)
Local Phone Number	881-1612
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	FRGE
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001827821
Amendment Flag	false