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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
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Date of report (Date of earliest event reported):
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November 8, 2021
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Alfi, Inc.
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(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-40294
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30-1107078
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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429 Lenox Avenue, Suite 547
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Miami Beach, Florida
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33139
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(305) 395-4520
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(Former Name or Former Address, if Changed Since Last Report)
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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 A.2. below):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of
each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common stock, par value $0.0001 per share
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ALF
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Nasdaq Capital Market
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Warrants, each whole warrant exercisable for one share of Common stock at an exercise price of $4.57
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ALFIW
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Nasdaq Capital Market
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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.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On November 8, 2021, Alfi,
Inc. (the “Company”) entered into a Letter of Understanding with CFO Financial Partners, LLC (“CFO Partners”),
pursuant to which CFO Partners will provide outsourced CFO services to the Company (the “Letter of Understanding”). CFO Partners
provides a broad range of accounting, tax and regulatory related services to publicly traded companies, hedge funds and high net worth
individuals, and is a practice unit of RRBB Accountants and Advisors, a public accounting firm.
Under the Letter of Understanding,
CFO Partners has made available to the Company the services of Louis A. Almerini, an independent contractor with CFO Partners, and the
Company’s Board of Directors has thereupon appointed Mr. Almerini to serve as the Company’s interim Chief Financial Officer,
effective November 8, 2021. In such capacity, Mr. Almerini will serve as the Company’s principal financial officer and principal
accounting officer.
Mr. Almerini, age 62, has
been the Managing Member of Louis Almerini CPA, LLC, which provides outsourced CFO, FINOP, accounting and related consulting services
to clients directly or under contract as an independent contractor with CFO Partners, since 2016. In this capacity, Mr.
Almerini has served as Chief Financial Officer or Chief Compliance Officer for several registered broker-dealers, investment advisers
and other companies. From 2011 to 2016, Mr. Almerini served as Managing Director, Finance at PineBridge Investments, a registered investment
adviser. From 1980 to early 2011, Mr. Almerini served in various senior finance roles with Kellogg Capital Markets (Chief Financial Officer),
Merrill Lynch (First Vice President), Morgan Stanley (Principal) and PwC (Manager). Mr. Almerini is a Certified Public Accountant (New
York), a Registered Principal (Series 27 FINOP) with FINRA, and graduated magna cum laude from Georgetown University.
Other than the Letter of Understanding,
there are no arrangements or understandings between Mr. Almerini and any other person pursuant to which Mr. Almerini was selected as an
officer of the Company. Mr. Almerini has no family relationship required to be disclosed under Item 401(d) of Regulation S-K. In addition,
Mr. Almerini is not a party to any current or proposed transaction with the Company requiring disclosure under Item 404(a) of Regulation
S-K.
Under the Letter of Understanding,
the Company will pay CFO Partners a monthly fee of $15,000, plus reimbursement of reasonable travel and other expenses. The Company’s
engagement of CFO Partners may be terminated by either party at any time upon 30 business days’ prior written notice.
The Letter of Understanding
is filed as Exhibit 99.1 to this Current Report on Form 8-K. A press release issued by the Company regarding Mr. Almerini’s appointment
is filed as Exhibit 99.2 to this Current Report on Form 8-K.
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Item 8.01
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Other Information.
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On November 9, 2021, the Company received a letter
from the staff of the Securities and Exchange Commission (the “SEC”) indicating that the Company, its affiliates and agents
may possess documents and data relevant to an ongoing investigation being conducted by the staff of the SEC and notifying the Company
that such documents and data should be reasonably preserved and retained until further notice. The materials to be preserved and retained
include documents and data created on or after April 1, 2018 that: (i) were created, modified or accessed by certain named former and
current officers and directors of the Company or any other officer or director of the Company; or (ii) relate or refer to the condominium
or the sports tournament sponsorship identified in the Company’s Current Report on Form 8-K filed on November 1, 2021, or financial reporting and disclosure
controls, policies or procedures. The Company intends to cooperate fully with the SEC in this matter.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit 104
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Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized.
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ALFI, INC.
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By:
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/s/ Peter Bordes
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Peter Bordes
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Interim Chief Executive Officer
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Date: November 15, 2021
Exhibit 99.1
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FINANCIAL
PARTNERS LLC
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265
Davidson Avenue, Suite 210, Somerset, NJ 08873-4120
PHONE
908-231-1000 FAX 908-231-6894
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www.cfopartners.com
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November 5, 2021
Allen Capsuto, Director and Audit Committee
Chair
ALFI, Inc.
429 Lenox Avenue #547
Miami Beach, Florida 33139
Re: Letter
of Understanding for Accounting and Consulting Services
Dear Allen:
We appreciate the
time that you, Vincent and Allen have spent discussing with Louis Almerini and me the outsourced temporary CFO position for ALFI, Inc.,
("Company"). We at CFO Financial Partners, LLC ("CFO Partners") have a genuine interest in working with the Company
to help plan and work to achieve its goals and future objectives. To accomplish these objectives, you need, as part of your team, financial
professionals who understand your vision for growth, industry, and the people who are a part of it. CFO Partners is prepared to make an
investment of time in your company's future success.
CFO Partners will bring to your business
the following:
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An understanding of the issues important to the Company, including operating efficiency,
financing, business strategies, and the need for formalized growth strategies.
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The understanding of the need to keep the focus, while employing a sense of flexibility
and creativity in providing advice for all business decisions.
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Services, including SEC public company reporting (preparation of Q's, K's, MD+A, etc.), merger and acquisition
consulting and support.
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Personalized, responsive and proactive service (both on-site and off-site). While offering the highest
level of service and expertise, you will receive cohesive and cost-efficient client service.
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A close, one-on-one client relationship, ensuring progressive, value-added service to the Company.
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Attachment
A provides more information about RRBB (Parent Co.) and CFO Partners and their clients. Based on our discussions, we are confident
we can provide you with the accounting and consulting services that you require.
SERVICES
TO BE RENDERED
We will perform
an outsourced Chief Financial Officer service to the management of the Company. Louis Almerini will lead our team as your point person
and responsible for this engagement as your outsourced CFO. The following outlines the professional services to be rendered.
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Supervision of the staff responsible for the day-to-day maintenance of the Company's
financial books and records.
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Consultation and advice regarding accounting matters, accounting procedures, and internal controls.
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Preparation of SEC Q's, K's, MD+A, etc.
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ALFI, Inc.
November 5, 2021
Page 2
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·
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Ultimate responsibility
for preparation and review of monthly financial reports and analysis for management, including P&L and cash flow, comparison of actual
and forecast results to budget, and review and analysis of revenue details, revenue pipeline, payroll details, and expenses.
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Assist the Company's management in developing
and managing financial budgets and forecasts.
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Participation in periodic
meetings of the Board of Directors, including review with the board of the Company's financial results and forecast.
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Coordination of the annual
audit, including GAAP financial statement and footnote preparation and serving as the primary point of contact for the Company's auditors.
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Work with management regarding
capitalization of the Company, including reviewing financial records of equity ownership and ensuring the Company maintains sufficient
capital to meet its financial goals.
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The Company recognizes and confirms that in providing
the services under this Letter of Understanding, we will be using and relying upon data, material and other information furnished by the
Company's management, its employees and representatives. The Company hereby agrees and represents that all information furnished in connection
with this engagement, to the extent of its knowledge, shall be accurate and complete in all material respects at the time furnished unless
we are otherwise notified by the Company.
The Company further agrees that it will promptly
notify us of any subsequent material change affecting the accuracy or completeness of such information. All information concerning the
Company so furnished that is not publicly available will be treated in strict confidence and will not be revealed unless legally compelled.
The Company recognizes and confirms that we assume no responsibility for the accuracy and completeness of such information and shall not
be required to make an independent verification of such information.
Because of the importance of oral and written
management representations, the Company releases and indemnifies CFO Partners from any and all claims, liabilities, costs, and expenses
attributable to any knowing misrepresentations by management.
In no event shall CFO Partners be liable to the
Company, whether a claim be in tort, contract or otherwise, for any consequential, indirect, lost profit or similar damages relating to
services provided under this letter of understanding, except to the extent finally determined to have resulted from the willful misconduct
or fraudulent behavior relating to such services. The company agrees to maintain reasonable officer liability insurance coverage to cover
CFO.
TERM
The terms of this engagement under this Letter
of Understanding shall extend on a month-to-month continual basis from the date hereof or for any renewal term hereof agreed by the parties.
Either party may terminate this engagement at any time without cause by providing at least thirty (30) business days' prior written notice
of such termination.
FEES FOR PROFESSIONAL SERVICES
In consideration of CFO Partners providing the
above-referenced services, the company agrees to a fixed monthly fee of $15,000.
We agree that at all times the
above-mentioned work shall be rendered by personnel whose experience and expertise are commensurate with the services to be
provided.
Invoices will be posted to the Company at the beginning of each month and are due upon receipt.
ALFI, Inc.
November 5, 2021
Page 3
Company will also reimburse CFO Partners for reasonable travel
and other expenses its personnel may incur to travel, including travel to its offices when required. CFO Partners personnel agree to minimize
travel expenses by working remotely whenever it is practical and effective to do so.
NEW JERSEY LAW TO GOVERN
This agreement shall be governed by the laws of the state
of New Jersey and may not be amended or modified except as agreed upon in writing by both parties.
All rights and obligations hereunder shall be binding upon
and insure to the benefit of each party's successors, but may not be assigned without the prior written consent of the parties.
CFO Partners shall be pleased to discuss the terms of this
letter with you at any time.
If the foregoing is in accordance with your understanding,
please sign in the space provided and return it to us. Please keep a copy for your records.
Again, CFO Partners looks forward to working with you and
your team.
Very truly yours,
RRBB/CFO FINANCIAL PARTNERS, LLC
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/s/ Brian F. Zucker, CPA
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Brian F. Zucker, CPA
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Member of the Firm
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Acknowledged and Accepted:
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By:
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/s/ Peter Bordes
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Title:
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CEO
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Date:
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November 8, 2021
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Exhibit 99.2
Alfi
Announces Appointment of Louis A. Almerini as Interim CFO
Miami
Beach, FL / November 15, 2021 – ALFI (NASDAQ: ALF) (the “Company”), an AI enterprise SaaS advertising platform,
announced today that Louis A. Almerini, CPA, has been appointed by the Company’s Board
of Directors to serve as interim chief financial officer, effective November 8, 2021.
With over
30 years of experience as a financial executive, Almerini has a proven track record leading corporate finance and accounting control functions
for multiple public companies and financial institutions. Almerini brings a wealth
of finance and accounting experience having served in a number of key roles running integrated business, budgeting, forecasting, financial
analysis, accounting, regulatory reporting and operations.
Peter Bordes, Interim CEO and Board Member welcomed
Mr. Almerini’s appointment, saying, “We are fortunate to have Lou join our team, and to be able to draw on his prior experience
in numerous senior finance roles with public companies to assist the management team during this time of transition. With the addition
of Lou, and the recent appointments of two highly experienced board members, we have taken the important steps to ensure continuity and
demonstrate our commitment to operational excellence.”
Bordes
added, “Alfi has a strong management team in place, as well as a deep bench. I am confident that we will continue to successfully
execute the Company’s strategy of combining artificial intelligence and edge computing together
to create the best digital-out-of-home advertising platform.”
About Louis A. Almerini
Mr.
Almerini is Managing Member of Louis Almerini CPA, LLC, which provides outsourced CFO, FINOP, accounting, and related consulting services
to clients directly or under contact as independent contractor with CFO Financial Partners LLC. Since 2016, he has served as Chief Financial
Officer or Chief Compliance Officer for several registered broker-dealers, investment advisers, and other companies. Previously, Mr. Almerini
served as Managing Director, Finance at PineBridge Investments, a registered investment adviser with over $80 billion AUM and offices
in 20 countries. Prior to joining PineBridge, Mr. Almerini served in senior finance roles with Kellogg Capital Markets (Chief Financial
Officer), Merrill Lynch (First Vice President), Morgan Stanley (Principal), and PwC (Manager). Mr. Almerini is a Certified Public Accountant
(New York), a Registered Principal (Series 27 FINOP) with FINRA, and graduated magna cum laude from Georgetown University.
About Alfi Inc.
Alfi, Inc. provides solutions that bring transparency
and accountability to the digital out-of-home advertising marketplace. Since 2018, Alfi, Inc. has been developing its artificial intelligence
advertising platform to deliver targeted advertising in an ethical and privacy-conscious manner. For more information, please visit:
https://www.getalfi.com
Safe Harbor Statement
This press release contains forward-looking
statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act
of 1995. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking
statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to
differ materially from those contained in any forward-looking statement. In some cases, forward-looking statements can be identified
by words or phrases such as "may", "will," "expect," "anticipate," "target," "aim,"
"estimate," "intend," "plan," "believe," "potential," "continue," "is/are
likely to" or other similar expressions. Further information regarding these and other risks, uncertainties or factors is included
in the Company's filings with the SEC. All information provided in this press release is as of the date of this press release, and the
Company does not undertake any duty to update such information, except as required under applicable law.
Alfi Inc. Investor Relations
TraDigital IR
Kevin McGrath
+1-646-418-7002
kevin@tradigitalir.com
Alfi Inc. U.S. Media Contacts
Danielle DeVoren
KCSA Strategic Communications
Alfi@kcsa.com