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): January 6, 2022
American
Virtual Cloud Technologies, Inc.
(Exact Name of registrant as Specified in Charter)
| Delaware | 001-38167 | 81-2402421 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
|
1720 Peachtree Street, Suite 629 Atlanta, GA |
30309 | |
| (Address of principal executive offices) | (Zip code) |
(404)
234-3098
(Registrant’s telephone number, including area code)
Not
Applicable
(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))
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | AVCT | The Nasdaq Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 | AVCTW | 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of January 6, 2022, the Board of Directors (the “Board”) of American Virtual Cloud Technologies, Inc. (the “Company”) increased the size of the Board to eleven members, and appointed Michael Tessler to fill the newly-created vacancy on the Board. The Board also elected Mr. Tessler as non-executive Chairman of the Board, replacing Lawrence E. Mock, Jr. in that role.
Mr. Tessler, age 60, was a co-founder of Broadsoft, Inc. (“BroadSoft”), and served as a director of BroadSoft from its inception, and as its President and Chief Executive Officer from December 1998, until its sale to Cisco Systems, Inc. (“Cisco”) in February 2018. Following the sale of BroadSoft, Mr. Tessler served as General Manager of Cisco’s Cloud Calling Business Unit until March 2020, and since April 2020, Mr. Tessler has served as a Managing Partner at True North Advisory, a strategic advisory firm. Prior to co-founding BroadSoft, Mr. Tessler was Vice President of Engineering of Celcore, Inc. (“Celcore”), a wireless equipment company, and the Celcore organization of DSC Communications Corporation, which acquired Celcore in 1997 and which was then acquired by Alcatel USA, Inc. Before joining Celcore, Mr. Tessler held a number of senior management positions at Nortel Networks Corporation and founded and led a services development business unit that helped local exchange carriers build and deploy advanced services on their digital networks. Mr. Tessler currently serves as a non-executive director at BAI Communications, a global communications infrastructure provider, and on the Internet2 Technology Evaluation Center advisory board at Texas A&M University.
In connection with Mr. Tessler’s appointment as Chairman of the Board, Mr. Tessler received a grant, under the Company’s 2020 Equity Incentive Plan, of one million restricted stock units, with vesting to occur in equal quarterly installments over a three-year period commencing on February 1, 2022, subject to Mr. Tessler’s continuous service with the Company (subject to vesting in full if Mr. Tessler should be removed from the Board as a result of a change-in-control of the Company).
Item 8.01 Other Events.
On January 7, 2022, the Company issued a press release regarding the appointment of Mr. Tessler. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 99.1 | Press Release dated January 7, 2022. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. | ||
| By: | /s/ Thomas H. King | |
|
Name: Title: |
Thomas H.
King
Chief Financial Officer |
|
Date: January 10, 2022
Exhibit 99.1
AVCtechnologies Welcomes Michael Tessler to its Board as Chairman
ATLANTA, GA; January 7, 2021 – American Virtual Cloud Technologies, Inc. (AVCtechnologies) (Nasdaq: AVCT), a premier global IT solutions and cloud communications provider, today announced the appointment of Michael Tessler as Chairman of its Board of Directors.
A technology and telecommunications industry pioneer, Tessler brings more than 20 years of extensive experience growing and scaling technology businesses across the world. Tessler was the co-founder and former CEO of BroadSoft, a first mover in the foundation of a new industry, migrating enterprise communications to the cloud.
As CEO, Tessler helped to transform BroadSoft from start-up to a clear market leader, spearheading the adoption of new technology solutions with 2,000 employees servicing customers in more than 80 countries. Additionally, Tessler led BroadSoft’s navigation of significant business transitions including the company’s 2010 Initial Public Offering on Nasdaq and its eventual sale to Cisco for $1.9 billion in 2018, where he subsequently led the integration of BroadSoft into Cisco’s Collaboration business unit. Prior to co-founding BroadSoft, Tessler held numerous senior engineering, sales, and management roles at Celcore and Nortel.
This announcement comes at an exciting time of growth for AVCtechnologies which previously announced its strategic focus on the company’s cloud communications business unit, Kandy.
“We are honored to have Michael join our team as Chairman of AVCtechnologies,” said former Chairman Larry Mock. “Michael is a titan of the industry, having devoted his career to bringing advanced communication systems to market. His extensive experience leading a public cloud communications company where he completed more than 20 acquisitions will be an invaluable asset to our busines, and I look forward to working with him on AVCtechnologies’ growth strategy as a Board Director.”
“I am excited to take on this role at such an exciting time for AVCtechnologies,” said Mr. Tessler. “I am looking forward to the opportunity to work with such an incredible company and leadership team.”
About American Virtual Cloud Technologies, Inc.
American Virtual Cloud Technologies, Inc. (“AVCtechnologies”; Nasdaq: AVCT) is a premier global IT solutions provider offering a comprehensive bundle of services including unified cloud communications, managed services, cybersecurity, and enhanced connectivity. Our mission is to provide global technology solutions with a superior customer experience. In 2020, American Virtual Cloud Technologies, Inc., acquired Computex Technology Group and Kandy Communications. For more information, visit https://www.avctechnologies.com.