Item 2.02 Results of Operations and Financial Condition.
The information contained in Item 7.01 of this Current Report is incorporated by
reference herein.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) On January 18, 2023, Payoneer Global Inc. (the "Company") announced that
Michael Levine is expected to depart as Chief Financial Officer of the Company
in March 2023. Mr. Levine will remain employed in an advisory role to assist
with the transition of the new Chief Financial Officer through January 1, 2024.
In connection with Mr. Levine's departure from the Company, the Company and Mr.
Levine entered into a Separation Agreement and General Release, dated January
16, 2023 (the "Separation Agreement"). The Separation Agreement provides that
Mr. Levine will resign from his position as Chief Financial Officer on or about
March 1, 2023, but in no event later than March 15, 2023 (the "Cessation Date").
Mr. Levine will continue to be employed by the Company to assist with the
transition of his duties until January 1, 2024 (the "Separation Date"). The
Separation Agreement provides that in exchange for his continued employment as
an advisor through the Separation Date, his continued compliance with the
restrictive covenants and a release of claims, the Company will provide Mr.
Levine: (i) salary continuation payments through the Separation Date in an
amount equal to the sum of his annual base salary at the rate in effective as of
the Cessation Date, payable in accordance with the Company's regular payroll
schedule; (ii) lump sum cash severance payment equal to $400,000, less
applicable taxes and withholdings, to be paid in two equal installments within
the thirty days following the Cessation Date and the Separation Date,
respectively; (iii) acceleration of the vesting of his restricted stock units
and his options to purchase the Company's common stock (collectively, the
"Accelerated Equity"), such that, as of the Separation Date, Mr. Levine will be
deemed vested in the Accelerated Equity as if he had remained employed through
March 31, 2024; (iv) participation in the Company's benefit plans through the
Separation Date; and (v) payment of the value of any accrued but unused vacation
days up until and including the Cessation Date, to be paid on the Cessation
Date. The Separation Agreement also provides that Mr. Levine agrees that, for a
period of eighteen months following the Cessation Date, he will not compete with
the Company, will not solicit or hire any employees of the Company or solicit
any customer or potential customer of the Company.
Item 7.01 Regulation FD Disclosure.
On January 18, 2023, the Company issued a press release announcing the expected
departure of Mr. Levine as Chief Financial Officer and the hiring of Ms. Bea
Ordonez's as the Company's Deputy Chief Financial Officer. The Company's
expectation is that the board of directors of the Company will appoint Ms. Bea
Ordonez as Chief Financial Officer of the Company upon Mr. Levine's departure as
Chief Financial Officer.
In addition, the Company announced that, based on preliminary internal results,
it expects to exceed its previously provided guidance for the year ended
December 31, 2022. Because the Company's financial statements for the year ended
December 31, 2022 have not been finalized or audited, these preliminary
statements regarding the Company's estimated full-year performance are subject
to change, and the Company's actual results as of the end of this period may
differ materially from these preliminary statements. Accordingly, you should not
place undue reliance on these preliminary statements.
A copy of the press release is attached hereto as Exhibit 99.1.
The information in contained with Items 2.02 and Item 7.01 of this Current
Report, including Exhibit 99.1, is being furnished and shall not be deemed
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended ("Exchange Act"), or otherwise subject to the liabilities of that
Section, and shall not be incorporated by reference into any registration
statement or other document pursuant to the Securities Act of 1933, as amended,
or the Exchange Act, except as otherwise expressly stated in such filing.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally relate to
future events or Payoneer's future financial or operating performance. For
example, projections of future volume, revenue, transaction cost and adjusted
EBITDA are forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may," "should," "expect,"
"intend," "plan," "will," "estimate," "anticipate," "believe," "predict,"
"potential" or "continue," or the negatives of these terms or variations of them
or similar terminology. Such forward-looking statements are subject to risks,
uncertainties, and other factors which could cause actual results to differ
materially from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by Payoneer and its management, as the case may be,
are inherently uncertain. Factors that may cause actual results to differ
materially from current expectations include, but are not limited to: (1) the
outcome of any legal proceedings; (2) changes in applicable laws or regulations;
(3) the possibility that Payoneer may be adversely affected by geopolitical and
other economic, business and/or competitive factors; (4) Payoneer's estimates of
its financial performance; and (5) other risks and uncertainties set forth in
Payoneer's Annual Report on Form 10-K for the period ended December 31, 2021 and
future reports that Payoneer may file with the SEC from time to time. Nothing in
this Current Report on Form 8-K should be regarded as a representation by any
person that the forward-looking statements set forth herein will be achieved or
that any of the contemplated results of such forward-looking statements will be
achieved. You should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Payoneer does not undertake any
duty to update these forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
No.
Exhibit Press Release issued by Payoneer Global Inc., dated January 18, 2023
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Furnished herewith
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