Form 8-K - Current report

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): July 31, 2024

Intellicheck, Inc.

(Exact name of registrant as specified in charter)

Delaware

001-15465

11-3234779

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


200 Broadhollow Road, Suite 207, Melville, NY						11747
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (516) 992-1900

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 A2. 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

Common Stock, $.001 par value

IDN

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).

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. o

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

(c)

On July 31, 2024, the Board of Directors (the “Board”) of Intellicheck, Inc. (the “Company”) appointed Adam Sragovicz as the Company’s Chief Financial Officer effective September 1, 2024. The Company entered into an employee agreement (the “Employment Agreement”) pursuant to which Mr. Sragovicz’s first day of employment will be August 1, 2024 as Senior Vice President of Finance. As previously announced, the Company’s and the Company’s former Chief Financial Officer, Jeffrey Ishmael, entered into a Separation Agreement, pursuant to which Mr. Ishmael’s last day of employment will be August 31, 2024. Following Mr. Ishmael’s departure, Mr. Sragovicz will be the Company’s Chief Financial Officer.

Prior to joining the Company, Mr. Sragovicz was most recently Chief Financial Officer of Murphy Canyon Acquisition Corp., a blank check special purpose acquisition company, from October 2021 through its business combination with Conduit Pharmaceuticals Limited in September 2023, from which point he served as the Chief Financial Officer of the combined company, Conduit Pharmaceuticals, Inc., a clinical-stage specialty biopharmaceutical company, until May 2024. Mr. Sragovicz served as the Chief Financial Officer of Presidio Property Trust, Inc., a publicly traded real estate investment trust, from January 2018 until September 2023. He previously served as Senior Vice President, Finance of Presidio Property Trust, Inc. since May 2017. Before joining Presidio Property Trust, Inc., Mr. Sragovicz served as Treasurer of Encore Capital Group, a publicly traded debt buyer, from 2011 to 2017, where he was responsible for global capital raising, foreign exchange risk management and cash management. Mr. Sragovicz has also held capital markets, finance, and treasury management positions with KPMG, Union Bank of California / MUFG and Bank of America Merrill Lynch. Mr. Sragovicz is the past Director of the Yale Alumni Schools Committee in San Diego and previously sat on the board of Congregation Adat Yeshurun. Mr. Sragovicz served on the board of directors of Murphy Canyon Acquisition Corp. from December 2021 until the consummation of its business combination in September 2023. Mr. Sragovicz is a graduate of Yale University with a Bachelor of Arts degree in Soviet and Eastern European Studies, with a concentration in Economics.

Mr. Sragovicz’s employment agreement (“Employment Agreement”) provides for a base salary of $357,500 per year. The Employment Agreement also provides for participation in Company employee benefits programs, receipt of certain relocation benefits, and certain potential annual incentive compensation awards. For the remainder of 2024, Mr. Sragovicz may earn an additional amount of 60% of base salary prorated for the actual term of employment based on achievement of revenue targets set by the Board of Directors and goals identified by the CEO. Upon Mr. Sragovicz promotion to Chief Financial Officer on September 1, 2024, he will be granted options to purchase 91,228 shares of the Company’s common stock under the Company’s 2015 Omnibus Incentive Plan, as amended, with the exercise price set as of the close of business on the first date of employment as Chief Financial Officer with half of the options vesting on year following such date and the remaining vesting in equal portions on a quarterly basis over the following two years. The Employment Agreement provides for a severance payment of six months of annual base salary and six months of Company-paid COBRA benefits upon certain qualifying terminations of employment within Mr. Sragovicz’s first year of employment and a severance payment of twelve months of annual base salary and twelve months of Company-paid COBRA benefits upon certain qualifying terminations of employment following the anniversary of Mr. Sragovicz’s first date of employment, conditioned upon Mr. Sragovicz’s execution of a separation agreement, including a full waiver and release of claims in favor of the Company. The Employment Agreement also contains standard provisions for confidentiality, non-solicitation and non-disparagement and covering the development of any intellectual property while employed by the Company.

Mr. Sragovicz has not entered into any transactions with the Company that are required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Sragovicz has no family relationship with any of the executive officers or directors of the Company. There were neither any arrangements nor any understandings between Mr. Sragovicz and any other person pursuant to which he was to be appointed as an officer of the Company.

The foregoing description of Mr. Sragovicz’s Employment Agreement is only a summary and is qualified in its entirety by reference to the full text of the agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.

On August 6, 2024, the Company issued a press release announcing the appointment of Mr. Sragovicz as Chief Financial Officer. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

9.01 Exhibits


99.1			Press Release of Intellicheck, Inc. dated August 6, 2024

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.


Dated: August 6, 2024	INTELLICHECK, INC.

	By:	/s/ Bryan Lewis
	Name:	Bryan Lewis
	Title:	President, Chief Executive Officer

Senior Financial Executive Joins Intellicheck

MELVILLE, NY – August 6, 2024 – Intellicheck, Inc. (Nasdaq: IDN), an industry-leading identity company delivering on-demand digital and physical identity validation, today announced that Adam Sragovicz has joined the Company as a senior financial executive. The appointment of Mr. Sragovicz begins the transition of the leadership of Intellicheck’s financial organization. He will assume the position of CFO on September 1 upon the previously announced departure of Jeff Ishmael. As CFO, he will lead all aspects of finance and accounting and will report to Intellicheck CEO Bryan Lewis. Mr. Sragovicz joined the company on August 1, 2024 to work with the finance team to ensure a smooth transition

WHAT THEY’RE SAYING:

Intellicheck Board of Directors Chairman Guy L. Smith: "We are very excited to welcome Adam to the Intellicheck team. He brings a demonstrated track record of achieving strong financial results that we believe will support our ongoing strategic initiatives as we continue to deliver industry-leading identity validation technology solutions. We look forward to working with Adam to advance our roadmap for market expansion and long-term growth.”

Intellicheck CEO Bryan Lewis: “Adam is an experienced executive leader with extensive expertise in operational and financial performance. He has built a solid reputation through his experience in financial planning and analysis including numerous financial leadership positions. We believe his proven track record will be beneficial to Intellicheck, our partners, and our investors.”

Adam Sragovicz: “I am honored and excited to join the Intellicheck team. I look forward to leveraging my financial experience to advance the Company’s strategic goals and build on its successes to continue growth and increase value for our shareholders.”

Mr. Sragovicz has served in senior-level finance, management, and operating positions within multiple companies. As CFO at Presidio Property Trust, he managed external auditor, lender, investor relationships, accounting and financial planning and analysis.

As Vice President, Treasury at Encore Capital Group (NASDAQ:ECPG), a specialty finance company that provides debt recovery solutions and other related services for consumers across

financial assets worldwide. Mr. Sragovicz’s` extensive responsibilities included investor relations, managing relationships with syndicate banks and other financing sources including JP Morgan, ING, Union Bank (Mitsubishi UFJ), Citibank, Manufacturers Bank (Sumitomo Mitsui), and BBVA Compass.

His multifaceted role as of Vice President of Treasury and Banking Relations at AccountPros included strategic planning for affiliated companies including transaction processing, technology services, online lending, and call centers.

Mr. Sragovicz’s position as Senior Vice President, Bank Relations at UniCache International included responsibility for vendor partnerships and software development business requirements. His banking expertise in mobile banking and sales force management was key to his success.

Additional banking experience includes his positions as Vice President Finance and Treasury at Imperial Capital Bank and Vice President Strategic and Financial Planning at Union Bank of California.

Intellicheck (Nasdaq: IDN) is an identity company that delivers on-demand identity validation solutions for KYC, fraud, and age verification needs. Intellicheck validates both digital and physical identities for financial services, fintech companies, BNPL providers, e-commerce, and retail commerce businesses, law enforcement and government agencies across North America. Intellicheck can be used through a mobile device, a browser, or a retail point-of-sale scanner. For more information on Intellicheck, visit us on the web and follow us on LinkedIn, Twitter, Facebook, and YouTube.

Contact

Media and Public Relations: Sharon Schultz (302) 539-3747/ sschultz@intellicheck.com

Investor Relations: Gar Jackson (949) 873-2789/ gjackson@intellicheck.com

About Intellicheck

Intellicheck (Nasdaq: IDN) is an identity company that delivers on-demand digital and physical identity validation solutions for KYC, AML, fraud, and age verification needs. Intellicheck validates identities for financial services, fintech companies, BNPL providers, e-commerce, and retail commerce businesses, law enforcement and government agencies across North America. Intellicheck can be used through a mobile device, a browser, or a retail point-of-sale scanner. For more information on Intellicheck, visit us on the web and follow us on LinkedIn, X, Facebook, and YouTube.

Safe Harbor Statement

Statements in this news release about Intellicheck’s future expectations, including: the advantages of our products, future demand for Intellicheck’s existing and future products, whether revenue and other financial metrics will improve in future periods, CFO transition and performance, whether Intellicheck will be able to execute its turn-around plan or whether successful execution of the plan will result in increased revenues, whether sales of our products will continue at historic levels or increase, whether brand value and market awareness will grow, whether the Company can leverage existing partnerships or enter into new ones, whether there will be any impact on sales and revenues due to an epidemic, pandemic or other public health issue and all other statements in this release, other than historical facts, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA). These statements, which express management’s current views concerning future events, trends, contingencies or results, appear at various places in this release and use words like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “potential,” “predict,” “project,” “sense”, “strategy,” “target” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would” are forward-looking statements within the meaning of the PSLRA. This statement is included for the express purpose of availing Intellicheck, Inc. of the protections of the safe harbor provisions of the PSLRA. It is important to note that actual results and ultimate corporate actions could differ materially from those in such forward-looking statements based on such factors as: market acceptance of our products and the presently anticipated growth in the commercial adoption of our products and services; our ability to successfully transition pilot programs into formal commercial scale programs; continued adoption of our SaaS product offerings; changing levels of demand for our current and future products; our ability to reduce or maintain expenses while increasing sales; our ability to successfully expand the sales of our products and services into new areas including health care and auto dealerships; customer results achieved using our products in both the short and long term; success of future research and development activities; the impact of inflation on our business and customer’s businesses and any effect this has on economic activity with our customer’s businesses; our ability to successfully market and sell our products, any delays or difficulties in our supply chain coupled with the typically long sales and implementation cycle for our products; our ability to enforce our intellectual property rights; changes in laws and regulations applicable to the our products; our continued ability to access government-provided data; the risks inherent in doing business with the government including audits and contract cancellations; liability resulting from any security breaches or product failure, together with other risks detailed from time to time in our reports filed with the SEC. We do not assume any obligation to update the forward-looking information.

Cover	Aug. 06, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 31, 2024
Entity Registrant Name	Intellicheck, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-15465
Entity Tax Identification Number	11-3234779
Entity Address, Address Line One	200 Broadhollow Road
Entity Address, Address Line Two	Suite 207
Entity Address, City or Town	Melville
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11747
City Area Code	516
Local Phone Number	992-1900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $.001 par value
Trading Symbol	IDN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001040896