Current Report Filing (8-k)

0001705338FALSE00017053382022-12-212022-12-210001705338us-gaap:CommonStockMember2022-12-212022-12-210001705338lov:AmericanDepositaryShareADSMember2022-12-212022-12-21

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): December 21, 2022

Spark Networks SE

(Exact name of registrant as specified in its charter)

Germany

001-38252

N/A

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

Kohlfurter Straße 41/43

Berlin Germany 10999

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: ([phone]

N/A

(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

Name of each exchange on which registered

American Depository Shares each representing one-tenth of an ordinary share

LOV

The Nasdaq Stock Market, LLC

Ordinary shares, €1.00 nominal value per share*

* Not for trading purposes, but only in connection with the registration of American Depository Shares pursuant to the requirements of the Securities and Exchange Commission.

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.

On December 21, 2022, Spark Networks SE (the “Company”) entered into a services agreement with Chelsea A. Grayson and Spark Networks, Inc. entered into an employment agreement with Ms. Grayson under which Ms. Grayson will be paid € 6,000 EUR per month for her role as Executive Director of the Company and $94,000 USD per month for her role as interim Chief Executive Officer of Spark Networks, Inc. Ms. Grayson will be eligible to receive additional incentive compensation in form and amounts to be determined by the Company’s Board of Directors and is entitled to participate in the Company’s standard benefits package offered to executive level employees. Ms. Grayson’s services agreement is attached as Exhibit 10.1 and employment agreement is attached as Exhibit 10.2.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.			Description
10.1			Services Agreement, dated December 21, 2022, by and between Spark Networks SE and Chelsea A. Grayson
10.2			Employment Agreement, dated December 21, 2022, by and between Spark Networks, Inc. and Chelsea A. Grayson
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.

			Spark Networks SE
Dated: December 23, 2022			By:			/s/ Frederic Beckley
						Frederic Beckley
						General Counsel & Chief Administrative Officer