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): April 18, 2019
YogaWorks, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-38151 |
47-1219105 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
5780 Uplander Way
Culver City, CA 90230
(Address of principal executive offices)
Registrant’s telephone number, including area code: (310) 664-6470
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 (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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).
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 O fficers.
Amendment No. 1 to Employment Agreement
On April 18, 2019, YogaWorks, Inc., a Delaware corporation, entered into an amendment (the “Amendment”) to its Employment Agreement, dated effective as of January 1, 2017, with Vance Chang, its Chief Financial Officer (the “Employment Agreement”) to revise certain terms of the Employment Agreement related to the vesting of unvested securities of Mr. Chang upon a termination without cause or resignation with good reason by Mr. Chang.
The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhi bits.
(d) Exhibits.
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Exhibit Number |
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Description |
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10.1 |
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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 thereunto duly authorized.
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YogaWorks, Inc. |
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Date: April 19, 2019 |
By: |
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/s/ Vance Chang |
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Vance Chang |
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Chief Financial Officer |
Exhibit 10.1
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement (this “ Amendment ”), between YogaWorks, Inc., a Delaware corporation (the “ Company ”) (as successor in interest to Whole Body, Inc., a Delaware corporation) and Vance Chang, an individual (“ Executive ”), is entered into effective as of April 18, 2019 (the “ Effective Date ”), and amends that certain Employment Agreement, effective as of January 1, 2017 (the “ Agreement ”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.
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1. |
Amendment to Section 4(b)(i). Section 4(b)(i) of the Agreement is hereby amended by adding the following provision as Section 4(b)(i)(D) of the Agreement: |
(D) All unvested securities that Executive has in the Company or any of its affiliates as of the Date of Termination shall continue to vest during the Severance Period.
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Miscellaneous . |
(a) Continuing Validity . Except as expressly modified by this Amendment, the Agreement remains in full force and effect.
(b) Counterparts . This Amendment may be executed in two or more counterparts and by electronic signature, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
COMPANY:
YogaWorks, Inc.
By:
/s/ Rosanna McCollough
Name: Rosanna McCollough
Title: Chief Executive Officer
EXECUTIVE:
/s/ Vance Chang
Vance Chang
[ Signature Page to Amendment No. 1 to Employment Agreement .]