8-K
filed August 2, 2023, 7:59 PM ET
CIK 0001827980
M&A
confidence high
sentiment neutral
materiality 0.95
Embark Technology, Inc.: M&A transaction — Embark acquired by Applied Intuition for $2.88/share; stock delisted from Nasdaq
Embark Technology, Inc.
- Merger completed Aug 2, 2023; each share of common stock converted into $2.88 cash.
- Outstanding options, RSUs, and warrants canceled for cash; warrants received $0.0091 each.
- Trading of EMBK common stock and warrants suspended; Form 25 filed to delist from Nasdaq.
- Board and officers replaced: Qasar Younis director/Treasurer, Peter Ludwig President/Secretary.
- Prior directors and CEO/CTO resigned; charter and bylaws amended and restated.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Qasar Younis was appointed as Treasurer at Embark Technology, Inc..
- Action
- appointed
- Role
- Treasurer
Exact text from the filing
Qasar Younis became the Treasurer of Embark.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ian Robertson resigned as Director at Embark Technology, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
The following persons, who were directors of Embark prior to the Effective Time, resigned as directors of Embark effective as of immediately prior to the Effective Time: Penelope Herscher, Pat Grady, Elaine Chao, Ian Robertson, Patricia Chiodo, Alex Rodrigues and Brandon Moak.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Elaine Chao resigned as Director at Embark Technology, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
The following persons, who were directors of Embark prior to the Effective Time, resigned as directors of Embark effective as of immediately prior to the Effective Time: Penelope Herscher, Pat Grady, Elaine Chao, Ian Robertson, Patricia Chiodo, Alex Rodrigues and Brandon Moak.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Qasar Younis was appointed as Director at Embark Technology, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Qasar Younis became the director of Embark.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Penelope Herscher resigned as Director at Embark Technology, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
The following persons, who were directors of Embark prior to the Effective Time, resigned as directors of Embark effective as of immediately prior to the Effective Time: Penelope Herscher, Pat Grady, Elaine Chao, Ian Robertson, Patricia Chiodo, Alex Rodrigues and Brandon Moak.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Patricia Chiodo resigned as Director at Embark Technology, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
The following persons, who were directors of Embark prior to the Effective Time, resigned as directors of Embark effective as of immediately prior to the Effective Time: Penelope Herscher, Pat Grady, Elaine Chao, Ian Robertson, Patricia Chiodo, Alex Rodrigues and Brandon Moak.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Peter Ludwig was appointed as President and Secretary at Embark Technology, Inc..
- Action
- appointed
- Role
- President and Secretary
Exact text from the filing
Peter Ludwig became the President and Secretary of Embark
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alex Rodrigues resigned as Chief Executive Officer at Embark Technology, Inc..
- Action
- resigned
- Role
- Chief Executive Officer
Exact text from the filing
Alex Rodrigues, who was the Chief Executive Officer of Embark prior to the Effective Time, resigned as Chief Executive Officer of Embark effective as of immediately prior to the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Pat Grady resigned as Director at Embark Technology, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
The following persons, who were directors of Embark prior to the Effective Time, resigned as directors of Embark effective as of immediately prior to the Effective Time: Penelope Herscher, Pat Grady, Elaine Chao, Ian Robertson, Patricia Chiodo, Alex Rodrigues and Brandon Moak.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alex Rodrigues resigned as Director at Embark Technology, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
The following persons, who were directors of Embark prior to the Effective Time, resigned as directors of Embark effective as of immediately prior to the Effective Time: Penelope Herscher, Pat Grady, Elaine Chao, Ian Robertson, Patricia Chiodo, Alex Rodrigues and Brandon Moak.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brandon Moak resigned as Chief Technology Officer at Embark Technology, Inc..
- Action
- resigned
- Role
- Chief Technology Officer
Exact text from the filing
Brandon Moak, who was the Chief Technology Officer of Embark prior to the Effective Time, resigned as Chief Technology Officer of Embark effective as of immediately prior to the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brandon Moak resigned as Director at Embark Technology, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
The following persons, who were directors of Embark prior to the Effective Time, resigned as directors of Embark effective as of immediately prior to the Effective Time: Penelope Herscher, Pat Grady, Elaine Chao, Ian Robertson, Patricia Chiodo, Alex Rodrigues and Brandon Moak.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Embark Technology, Inc. underwent a change of control involving Applied Intuition, Inc. for $2.88 in cash (closed 2023-08-02).
- Action
- change of control
- Counterparty
- Applied Intuition, Inc.
- Consideration
- $2.88 in cash
- Closing
- 2023-08-02
Exact text from the filing
Pursuant to the Merger Agreement, at the effective time of the Merger (the “ Effective Time ”), each share of Class A common stock and Class B common stock of Embark, par value $0.0001 per share (collectively, the “ Common Stock ”), outstanding immediately prior to the Effective Time, was automatically converted into the right to receive $2.88 in cash, without interest thereon (the “ Per Share Price ”).
View on SEC.gov
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