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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

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): April 1, 2022

 

SIGMA LABS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   001-38015   27-1865814

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

3900 Paseo del Sol

Santa Fe, New Mexico 87507

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (505) 438-2576

 

 

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 (see General Instruction A.2. below):

 

☐ 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:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   SGLB   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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

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 April 1, 2022, Jacob Brunsberg, age 35, the current President and Chief Operating Officer of Sigma Labs, Inc. (“Sigma,” or the “Company”), will become Sigma’s President, Chief Executive Officer and principal executive officer and will no longer serve as Chief Operating Officer. Also effective April 1, Mr. Brunsberg was appointed to serve as a Class II director on the Board. Prior to joining Sigma in September 2021 as Senior Vice President responsible for leading the Company’s strategic relationships, product management and marketing programs, Mr. Brunsberg was a P&L leader for General Electric’s Binder Jet Technology unit with management responsibility for strategy, development, commercialization, and overall business performance. He has a degree in material science from the University of Wisconsin.

 

There are no arrangements or understandings between Mr. Brunsberg and any other persons pursuant to which he was chosen as President, Chief Executive Officer and principal executive officer of the Company. There are no family relationships between Mr. Brunsberg and any of the Company’s directors, executive officers or persons nominated or chosen by the Company to become a director or executive officer. Mr. Brunsberg is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K, and Mr. Brunsberg’s employment agreement with the Company remains in place in accordance with its terms.

 

Mr. Brunsberg replaces Mark Ruport, who resigned from his positions as Chief Executive Officer and principal executive officer of the Company effective April 1, 2022. Mr. Ruport remains a director of the Company and was appointed to replace the current Chairman of the Board, John Rice, who will continue to serve as a director. Mr. Ruport will continue to be compensated under his current terms of employment through May 31, 2022, for his services during this leadership transition. Beginning June 1, 2022, Mr. Ruport will be entitled to be compensated as a non-employee director under the Company’s non-employee director compensation program, as it may be adjusted from to time.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Number   Description

99.1

  

Press Release of Sigma Labs, Inc., dated April 4, 2022

104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

SIGNATURES

 

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.

 

Date: April 4, 2022 SIGMA LABS, INC.
     
  By: /s/ Jacob Brunsberg
  Name: Jacob Brunsberg
  Title: President and Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

 

Sigma Labs Appoints Jacob Brunsberg as Chief Executive Officer

 

Mark Ruport Transitions to Chairman of the Board of Directors

 

Appointment to Accelerate Company’s Recent Business Model Evolution to Enable Distribution at Scale for a High Margin, Software-Only In-situ Quality Monitoring and Analytics Solution

 

SANTA FE, NM – April 4, 2022 - Sigma Labs, Inc. (NASDAQ: SGLB) (“Sigma Labs”), a leading developer of quality assurance software to the commercial 3D printing industry, today announced Jacob Brunsberg, President and Chief Operating Officer, has been appointed as Chief Executive Officer of Sigma Labs, effective April 1st. Mark Ruport, Sigma labs’ Chief Executive Officer will transition to the role of Chairman of the Board of Directors, replacing John Rice who will continue to serve as a Director.

 

Mr. Brunsberg joined Sigma Labs in September 2021 as Senior Vice President and subsequently was promoted to President and Chief Operating Officer with responsibility for product direction, strategic relationships, sales, marketing and engineering. Mr. Brunsberg is an accomplished additive manufacturing (“AM”) executive who has continued to strengthen the Company’s in-process quality assurance product development and commercialization programs.

 

“We are privileged that Jacob has accepted the position of CEO, bringing a deep understanding of the additive manufacturing industry and an impressive track record of achievements since joining the Company,” said Mr. Ruport. “He has been instrumental in transitioning our business model to enable distribution scale for a software only solution through a flexible OEM model with subscription-based pricing which will lower the barrier of entry for customers with multi-printer factories. This change is gaining momentum with customers and makes Jacob the ideal person to guide our continued transition and execute our plan,” he added.

 

“It has been an honor to serve as CEO of Sigma Labs, and I want to offer my sincere thanks to our employees whose hard work and dedication have allowed us to achieve so much. I look forward to leading the Board of Directors and focusing on maintaining and building on our Tier-1 customer relationships. I am confident Jacob is the executive best suited to guide our company into the future and I look forward to working closely with him to ensure a smooth transition and to our continued success,” concluded Ruport.

 

Mr. Brunsberg added, “Mark’s tenure and achievements as CEO positioned the company with first mover advantage supported by a strong financial foundation which positions us to deliver on our goals. He and the team have built a company with a portfolio of customers that are the leading 3D metal AM organizations in the world and led our transition to a business model focused on their success, recurring revenue, and profitability. I am thrilled to lead Sigma Labs into its next exciting phase as I believe its aggressive shift to software only for OEMs will allow us to continue to scale and accelerate the adoption of AM by setting the standard for In-situ Quality Monitoring and Analytics. I look forward to working with Sigma Labs’ executive team in driving growth for the company and building long-term-shareholder value.”

 

 

 

 

 

About Sigma Labs

 

Sigma Labs Inc. is a leading provider of in-process quality assurance (IPQA™) software to the additive manufacturing industry. Sigma Labs specializes in the development and commercialization of real-time monitoring and analytics solutions known as PrintRite3D® for 3D metal and polymer advanced manufacturing technologies. PrintRite3D detects and classifies defects and anomalies real-time during the manufacturing process, enabling significant cost-savings and production efficiencies. Sigma Labs believes its software product will be a major catalyst for the acceleration and adoption of industrial 3D printing. For more information, please visit www.sigmalabsinc.com.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project,” “prospects,” “outlook,” and similar words or expressions, or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could” are generally forward-looking in nature and not historical facts. These forward-looking statements involve known and unknown risks, uncertainties and other factors. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are risks relating to, among other things, market and other conditions, and other uncertainties described in the “Risk Factors” section of Sigma Labs’ Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2022, and which may be viewed at www.sec.gov.

 

Contacts:

 

Investor Contact:

 

Chris Tyson

Executive Vice President

MZ Group - MZ North America

949-491-8235

SGLB@mzgroup.us

www.mzgroup.us

 

Company Contact:

 

Steven Gersten

Sigma Internal IR

813-334-9745

investors@sigmalabsinc.com