Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on June 14, 2022, Patrick McCusker was appointed as
President and Interim Chief Financial Officer of Fast Radius, Inc. (the
"Company"). In connection with this appointment, on June 27, 2022, the
Compensation Committee of the Board of Directors of the Company (the "Board")
approved a one-time cash incentive payment for Mr. McCusker of $340,000, which
will be subject to 100% clawback if his employment with the Company is
terminated by him without Good Reason (as defined in the Employment Agreement,
dated as of February 28, 2021 (as amended, the "Employment Agreement")) or by
the Company for Cause (as defined in the Employment Agreement), in each case,
prior to March 1, 2023.
The description of Mr. McCusker's incentive payment is qualified in its entirety
by the letter agreement filed as Exhibit 10.1 hereto and incorporated by
reference herein.
Item 8.01 Other Events.
On June 27, 2022, the Board approved restructuring actions in order to reduce
the Company's operating expenses. The actions approved include the reduction of
approximately 20% of the Company's workforce (including the elimination of open
roles), facilities consolidation and other operational expense management
actions. As a result of these actions, the Company expects to realize annual
run-rate cost savings of over $10 million. The Company expects these
restructuring actions to be substantially complete by the end of the third
quarter of 2022.
The restructuring actions are expected to assist with the Company's execution of
its strategy, as it continues to focus on its four priorities to (i) enhance the
user experience, software tools and digital-workflows on the Company's platform;
(ii) enhance customer acquisition efforts through driving digital engagement;
(iii) build out and optimize the Company's supplier network and marketplace; and
(iv) secure additional capital.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report contains certain forward-looking statements within the
meaning of the federal securities laws. These forward-looking statements
generally are identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future," "scales,"
"representative of," "valuation," "opportunity," "plan," "may," "should,"
"will," "would," "will be," "will continue," "will likely result," and similar
expressions. Forward-looking statements are predictions, projections and other
statements about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and uncertainties. Many
factors could cause actual future events to differ materially from the
forward-looking statements in this Current Report, including but not limited to:
(i) the risk that Fast Radius is unable to obtain additional funding on terms
that are acceptable to Fast Radius or at all; (ii) the outcome of any legal
proceedings that may be instituted against Fast Radius, including following the
consummation of the business combination with ECP Environmental Growth
Opportunities Corp. (the "Transaction"), (iii) the ability to maintain the
listing of Fast Radius' securities on a national securities exchange, (iv)
changes in the competitive industries in which Fast Radius operates, variations
in operating performance across competitors, changes in laws and regulations
affecting Fast Radius' business and changes in the combined capital structure,
(v) the ability to implement business plans, forecasts, cost reduction actions
and other expectations after the completion of the Transaction, including the
restructuring actions, and the ability to identify and realize additional
opportunities, (vi) risks related to the uncertainty of Fast Radius' projected
financial information, (vii) risks related to Fast Radius' potential inability
to become profitable and generate cash, (viii) current and future conditions in
the global economy, including as a result of the impact of the COVID-19 pandemic
or the armed conflict between Russia and Ukraine, (ix) the risk that demand for
Fast Radius' cloud manufacturing technology does not grow as expected, (x) the
ability of Fast Radius to retain existing customers and attract new customers,
(xi) the potential inability of Fast Radius to manage growth effectively, (xii)
the potential inability of Fast Radius to increase its cloud manufacturing
capacity or to achieve efficiencies regarding its cloud manufacturing process or
other costs, (xiii) the enforceability of Fast Radius' intellectual property
rights, including its copyrights, patents, trademarks and trade secrets, and the
potential infringement on the intellectual property rights of others, (xiv) Fast
Radius' dependence on senior management and other key employees, (xv) the risk
of downturns and a changing regulatory landscape in the highly competitive
industry in which Fast Radius operates, (xvi) costs related to the Transaction
and the failure to realize anticipated benefits of the Transaction or to realize
estimated pro forma results and underlying assumptions, and (xvii) the ability
of Fast Radius to execute its restructuring actions and achieve the anticipated
benefits from such actions. The foregoing list of factors is not exhaustive. You
should carefully consider the foregoing factors and the other risks and
uncertainties more fully described in Fast Radius' filings with the Securities
and Exchange Commission, including its Form 10-K for the year ended December 31,
2021 and Form 10-Q for the quarter ended March 31, 2022 and other periodic
reports. These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to
put undue reliance on forward-looking statements, and Fast Radius assumes no
obligation and does not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise.
Fast Radius does not give any assurance that it will achieve its expectations.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
10.1 Letter Agreement, dated June 27, 2022, between the Company and
Patrick McCusker
104 Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101).
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