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): March 31, 2022
FREYR Battery
(Exact name of registrant as specified in its charter)
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Luxembourg |
001-40581 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
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412F, route D’Esch, L-2086 Luxembourg | ||
| (Address of principal executive offices, including zip code) | ||
| Registrant’s telephone number, including area code: +352 46 61 11 3721 | ||
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Not Applicable | ||
| (Former name or former address, if changed since last report) | ||
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:
| ☐ | 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: |
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Title of each class |
Trading Symbol(s) | Name of each exchange on which registered | ||
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 1.01. Entry into a Material Definitive Agreement.
On April 4, 2022, FREYR Battery Norway AS (a subsidiary of the Company) and Steffen Føreid, the Company’s Chief Financial Officer until April 4, 2022, entered into a Separation Agreement (the “Separation Agreement”). Pursuant to the Separation Agreement, Mr. Føreid is entitled to a lump sum payment equivalent to nine months’ base salary, calculated to equal NOK 2,550,000, less any salary payments made in the period from April 4, 2022 to May 13, 2022 and any applicable deductions. Additionally, Mr. Føreid will receive 50% of the cash bonus from 2021, equal to NOK 600,000. Mr. Føreid agreed to waive his rights to 179,030 vested options in the Company and receive a settlement in cash equal to NOK 17,858,243. Subject to the terms of the Separation Agreement, Mr. Føreid will receive these payments on May 20, 2022.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, which is attached to this Current Report as Exhibit 10.1 and incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of the Group Chief Financial Officer
On April 4, 2022, FREYR Battery (the “Company”) announced the appointment of Oscar K. Brown as the Company’s Group Chief Financial Officer, effective on the date thereof.
Oscar K. Brown, 51, has served as a member of the board of directors of Western Midstream Partners, LP (NYSE: WES) since August 2019, as chairman of that board’s Environmental, Social and Governance Committee since February 2021, and as a member of that board’s Compensation Committee since February 2022. Mr. Brown served as Senior Vice President, Strategy, Business Development and Supply Chain of Occidental Petroleum Corporation (“Occidental”), an upstream oil and gas company, from November 2018 to March 2020. In this role, Mr. Brown was responsible for, among other things, Occidental’s global business development functions and global supply chain management. Mr. Brown previously served as Senior Vice President, Corporate Strategy and Business Development from July 2017 to November 2018. Prior to joining Occidental in 2016, Mr. Brown worked at Bank of America Merrill Lynch, where he most recently served as managing director and co-head of Americas Energy Investment Banking. Mr. Brown served as Occidental’s designated representative on the board of directors of Plains All American Pipeline’s governing entity, PAA GP Holdings LLC (NYSE: PAA and PAGP) from August 2017 to September 2019. Mr. Brown also serves on the board of Houston’s Alley Theatre, and as a member of that board’s Executive Committee. A graduate of The University of Texas at Austin, he holds a Bachelor of Business Administration in Finance and Marketing.
A copy of the press release announcing the appointment of Mr. Brown is attached as Exhibit 99.1 and incorporated herein by reference.
There are no family relationships between Mr. Brown and any director or other executive officer, nor are there any transactions to which the Company was or is a participant and in which Mr. Brown has a material interest subject to disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Brown and any other persons pursuant to which he was selected as an officer.
Departure of Steffen Føreid
On April 4, 2022, the Company announced the departure of Mr. Føreid, Chief Financial Officer of the Company. Mr. Føreid and the Company mutually decided that Mr. Føreid’s last day of employment would be May 13, 2022.
Mr. Føreid’s decision to step down was not related to any disagreements with the Company on any matter relating to its operations, policies, practices or any issues regarding financial disclosures, accounting or legal matters.
A copy of the press release announcing the departure of Mr. Føreid is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Separation Agreement between FREYR Battery Norway AS and Steffen Føreid, dated April 4, 2022 | |
| 99.1 | Press Release of FREYR Battery, issued April 4, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURE
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.
| FREYR Battery | |||
| By: | /s/ Are L. Brautaset | ||
| Name: | Are L. Brautaset | ||
| Title: | Chief Legal Officer | ||
Dated: April 5, 2022
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Exhibit 10.1
Separation Agreement
between
Freyr Battery Norway AS
(the Company)
and
Steffen Føreid
(the Employee)
This Separation Agreement (the Agreement)
is entered into and effective from 4 April 2022
(the Effective Date).
The parties have agreed to end the employment relationship between the Employee and the Company and settle any and all claims between the parties in accordance with the following terms and conditions:
| 1. | The employment relationship between the Employee and the Company shall be terminated with effect from
the second day following the filing by Freyr Battery with the U.S. Securities Exchange Commission of the Form 10-Q with respect to its
first quarter 2022 results (the Termination Date). Subject to a postponement of the planned filing date for such Form 10-Q, the Termination Date will be 13 May 2022. |
| 2. | All rights and obligations under the Contract of Employment dated 18 May 2021 (the Employment Agreement) shall remain in effect until and shall lapse upon the Termination Date, unless otherwise provided for in this Agreement. The Employee is eligible to participate in the Company’s insurance and pension schemes until the Termination Date. An offer of continuation insurance will be issued in accordance with applicable law. |
| 3. | The Employee shall be released from the tasks pertaining to the Freyr Group CFO position from the Effective Date but shall remain in the position as the Company’s CFO until the Termination Date. From the Effective Date the Group CFO shall be accountable for External Financial Reporting, Investor Relations, Financing, Financial planning, Treasury and IT, provided, however, that the Employee, as part of the hand-over process, shall continue the day-to-day follow-up of these activities. The Employee shall until the Termination Date use his best endeavours to perform his duties under the Employment Agreement in a satisfactory manner. Further, the Employee shall cooperate in the hand-over process and do his best to make this process as clean and effective as possible. After the Termination Date, the Employee shall, on the Company’s reasonable request, make himself available for required hand-over assistance during the period of 9 months following the Effective Date (irrespective of the Termination Date). |
| 4. | The Employee shall not take on other employment, duty or commission until the Termination Date without
the Company’s written consent. |
| 5. | As severance pay the Employee shall receive an amount equivalent to 9 months’ base salary, calculated to equal NOK 2,550,000, less any salary payments made in the period from the Effective Date to the Termination Date and any applicable deductions (the Severance Pay). The Severance Pay shall also compensate for any hand-over assistance after the Termination Date as outlined in clause 3 above. |
The Severance Pay shall be paid as a lump sum on 20 May 2022 (the Payment Date), which is the Company’s first ordinary pay day following the Termination Date. Payment of the Severance Pay is conditional upon the Employee using his best endeavours to perform his duties under the Employment Agreement in a satisfactory manner until the Termination Date. The Severance Payment shall not be deemed as pensionable income and shall not imply accrual of any holiday allowance.
| 6. | The Employee shall receive accrued, but previously unpaid, holiday allowance until the Termination Date. The holiday allowance shall be paid on Payment Date. Any accrued holiday shall be considered taken out by the Employee prior to the Termination Date and the Employee is not entitled to any additional compensation in this regard. |
| 7. | The Employee shall receive fifty (50) percent of the 2021 cash bonus, calculated in accordance with the Company’s short term incentive program for 2021 to equal NOK 600,000 (the 2021 Bonus). The payment of the 2021 Bonus shall be made on Payment Date. |
| 8. | The Employee agrees to waive his rights to his 179,030 vested options in Freyr Battery and as compensation receive a settlement in cash (the Vested Options Settlement). The Vested Options Settlement is calculated to equal NOK 17,858,243. The payment of the Vested Options Settlement shall be made on Payment Date. All unvested options and any equity awards held by the Employee shall be cancelled as of the Termination Date, and the Employee shall not be entitled to any consideration other than as set forth in this Section 8. |
| 9. | The restrictive covenants agreed in the Employment Agreement section 13 shall apply for 6 months following the Termination Date. |
| 10. | Each party shall be responsible for taxes, duties etc. for which such party is liable to pay because of this Agreement. The Company shall make any such deductions for taxes that follows from ordinary rules before payments are made to the Employee, and the amounts will be reported to the tax authorities in accordance with applicable law. |
| 11. | The Employee shall on the Termination Date return to the Company all property in the Employee’s possession, custody or control belonging to the Company, cf. clause 16.3 of the Employment Agreement. |
| 12. | The Company shall issue a letter of reference to the Employee in accordance with the ordinary procedures of the Company. |
| 13. | This Agreement resolves all outstanding matters in relation to the employment relationship and the termination thereof. Payment of the Severance Pay, the 2021 Bonus, the Vested Options Settlement and the holiday allowances according to paragraph 6 of this Agreement finally settles any and all claims which the Employee may have against the Company to the extent permitted under applicable law. |
| 14. | The Employee shall not disclose any confidential information of any nature to any third party, irrespective of the termination of the Employment Agreement. The Employment Agreement’s confidentiality clause (section 12) shall form an integrated part of this Agreement. |
| 15. | This Agreement shall be governed by and construed in accordance with Norwegian law. |
* * *
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On behalf of the Company:
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| /s/ Jan Arve Haugan | /s/ Steffen Føreid | |
| Jan Arve Haugan | Steffen Føreid | |
President and Managing Director
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Exhibit 99.1
Press release
FREYR Battery appoints new Chief Financial Officer
New York, Oslo and Luxembourg, April 4, 2022, FREYR Battery (NYSE: FREY) (“FREYR”), a developer of clean, next-generation battery cell production capacity, today announced the appointment of Oscar Brown to the position of Group Chief Financial Officer (“CFO”) at FREYR Battery.
As CFO, Brown will report to FREYR’s Chief Executive Officer, Tom Einar Jensen, and will be responsible for financial planning, performance, reporting, and capital markets engagement across the organization. He will assume his new position at FREYR effective immediately.
“We are delighted to welcome Oscar to the FREYR executive leadership team. As we prepare to execute our strategic plan to establish clean battery production at giga scale in Norway, the U.S. and Finland, Oscar’s deep capital markets acumen and industry experience will be invaluable to support the next phase of FREYR’s development,” said Tom Einar Jensen, CEO of FREYR. “Our geographical expansion and growth plans along the battery value chain will require significant financing efforts. Oscar’s experience in large scale financing, M&A, and deep corporate development expertise in the energy space will continue to strengthen our financial capacity as we evolve into a global organization.”
Brown comes with more than 30 years of energy industry experience, having most recently been Senior Vice President of Strategy, Business Development and Supply Chain for Occidental Petroleum Corporation. Prior to joining Occidental in 2016, he held positions of increasing responsibility as an investment banker with CS First Boston, Lehman Brothers, Barclays Capital, and Bank of America Merrill Lynch, where he was co-head of Americas Energy Investment Banking. He is a board member and chairs the ESG Committee of Western Midstream Partners LP (NYSE: WES) and is a past director of Plains All-American Pipeline LP (NYSE: PAA) and Plains GP Holdings LP (NYSE: PAGP). Brown holds a bachelor’s degree in Business Administration, Finance and Marketing from the University of Texas at Austin.
“Oscar brings FREYR extensive capital markets experience as a public company executive, board member and former investment banker. He has executed more than $300 billion of capital markets and M&A transactions over the course of his career,” said Torstein Dale Sjøtveit, Executive Chairman and Founder of FREYR.
“I am very excited to be joining FREYR at such a dynamic time in the battery industry. I look forward to working with our team to shape FREYR’s capital formation and strategic positioning as we advance our ambition to build a global clean battery champion and create value for all our stakeholders,” said Oscar Brown.
In conjunction with Brown’s appointment as Group CFO, Steffen Føreid is released from the tasks pertaining to the FREYR Group CFO position but will continue in the position as CFO for FREYR Battery Norway AS until the closing of Q1 2022.
“Steffen has been an integral member of our executive management team,” said Jensen. “Steffen is a financial heavy-weight, and I have deep appreciation and high regard for his counsel and leadership in building the financial foundation of FREYR Battery as a stock listed company. I am grateful for what Steffen has contributed during his time with us, steadily steering the company’s financial strategy and processes, and building a strong financial team.”
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About FREYR Battery
FREYR Battery aims to provide industrial scale clean battery solutions to reduce global emissions. Listed on the New York Stock Exchange, FREYR’s mission is to produce green battery cells to accelerate the decarbonization of energy and transportation systems globally. FREYR has commenced building the first of its planned factories in Mo i Rana, Norway and announced potential development of industrial scale battery cell production in Vaasa, Finland, and the United States. FREYR intends to deliver up to 43 GWh of battery cell capacity by 2025 and up to 83 GWh annual capacity by 2028. To learn more about FREYR, please visit www.freyrbattery.com
Investor contact:
Jeffrey Spittel
Vice President, Investor Relations
jeffrey.spittel@freyrbattery.com
Tel: (+1) 281-222-0161
Media contact:
Katrin Berntsen
Vice President, Communication and Public Affairs
katrin.berntsen@freyrbattery.com
Tel: (+47) 920 54 570
Cautionary Statement Concerning Forward-Looking Statements
All statements, other than statements of present or historical fact included in this press release, including, without limitation, statements regarding (i) FREYR’s ability to execute its strategic plan to establish clean battery production at giga scale in Norway, the U.S. and Finland, (ii) FREYR’s geographical expansion and growth plans along the battery value chain and (iii) the ability of Mr. Brown’s experience in large scale financing, M&A and deep corporate development in the energy space to strengthen FREYR’s financial capacity as it evolves into a global organization are forward-looking and involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results.
Most of these factors are outside FREYR’s control and difficult to predict. Information about factors that could materially affect FREYR is set forth under the “Risk Factors” section in FREYR’s Registration Statement on Form S-1 initially filed with the Securities and Exchange Commission (the "SEC") on August 9, 2021, as amended, and in other SEC filings available on the SEC’s website at www.sec.gov.