Form 8-K - Current report

0001770236false00017702362024-10-302024-10-30

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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 SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 30, 2024

MOVING iMAGE TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

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001-40511	​	85-1836381
(Commission File Number)	​	(IRS Employer Identification No.)
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17760 Newhope Street, Fountain Valley, CA	​	92708
(Address of Principal Executive Offices)	​	(Zip Code)

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[phone]

(Registrant’s Telephone Number, Including Area Code)

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(Former Name or Former Address, if Changed Since Last Report)

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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):

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☐	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))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, $0.00001 par value	MITQ	NYSE American LLC

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On October 30, 2024, the Board of Directors of Moving iMage Technologies, Inc. (the “Company”) appointed Francois Godfrey to serve as the Company’s President, Chief Operating Officer and Board Member, effective October 30, 2024. Mr. Godfrey replaces Phil Rafnson as President with Mr. Rafnson remaining as the Company’s Chief Executive Office and Chairman of the Board.

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On October 30, 2024, Bevan Wright, Executive Vice President, resigned from the Board of Directors and will serve as an advisory board member, effective October 30, 2024, 2024. Mr. Wright’s decision to resign from the Board was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

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 Mr. Godfrey, age 53, joined the Company in 2022 as VP of Business Development and has led strategic initiatives for new products and SaaS solutions. Mr. Godfrey began his career managing cinema operations while overseeing FF&E purchasing and construction. At Christie Digital Systems from 2021 through 2022, Mr. Godfrey spearheaded the acquisition and launch of the Cinergy SaaS platform, securing contracts with major cinema chains like AMC, Cinemark, and Regal., at Barco, At Barco from 2013 through 2020, Mr. Godfrey played a pivotal role in expanding the adoption of laser projection systems, leading cross-functional teams to grow market share and increase revenue, while overseeing the successful launch of new technologies worldwide.

 

In connection with his appointment, on October 30, 2024, the Company and Mr. Godfrey entered into an arrangement pursuant to which Mr. Godfrey will be paid an annual salary of $225,000. The foregoing summary of the arrangement does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

 

There are no arrangements or understandings between Mr. Godfrey and any other person pursuant to which he was appointed as President, Chief Operating Officer and Board Member and Mr. Godfrey does not have a direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Godfrey does not have any family relationships with any of the Company’s directors or executive officers of the Company.

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Item 7.01 Regulation FD Disclosure

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On October 30, 2024, the Company issued a press release announcing the appointment of Francois Godfrey as President, Chief Operating Officer and Board Member. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

 

The information included in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is not deemed to be “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall this item and Exhibit 99.1 be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such future filing.

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Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Exhibit
10.1	​	Mutual understanding between Moving iMage Technologies, Inc. and Francois Godfrey
99.1		Press release dated October 31, 2024
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.

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​	Moving iMage Technologies, Inc.
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Date: November 4, 2024	By:	/s/ William Greene
​	Name:	William Greene
​	Title:	Chief Financial Officer

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Exhibit 10.1

Moving iMage Technologies, Inc. October 30, 2024

Discussion and mutual understanding between Phil Rafnson and Francois Godfrey of principal terms re Francois becoming President & COO, and a Board member of MiT.

1.

Base salary $225,000 per year.

2.

Grant of 200,000 options, 25% immediately vested, 25% vested at 12, 24 and 36 months.

3.

Francois to prepare a Business Plan by 12/31/2024 to be presented to Phil and the Board for the 3rd and 4th Q of FY 2025 and FY 2026. To include incentive/performance goals for the business and individually for Sr. Mgmt, with proposed incentive bonuses based on same.

4.

Sign-on bonus. In addition to the immediately vested 50,000 options, $15,000 cash bonus upon delivery of Business Plan 12/31/2024.

5.

Upon reduced salaries being returned to prior levels, Francois salary to increase the same % as Sr. VPs, plus 5%.

6.

Payment if severance. Severance is 6 months’ salary. If terminated by MiT for any reason the full 6 months’ salary will be paid. If Francois voluntarily leaves MiT within 6 months $0 will be paid, if between 6 and 12 months, 3 months’ salary will be paid, if after 12 months, 6 months will be paid.

7.

Per above, Francois will be appointed President & COO and placed on the Board of Directors.

8.

Re authority as President & COO Francois will have full authority over day-to-day operations and performance under the Business Pan, and will consult with the CEO on major matters not in the Board approved Business Plan. Senior officer hire and fire, compensation and bonuses based on performance to be approved by the CEO and Board.

The above is mutually understood by Phil Rafnson and Francois Godfrey and will be formalized within a reasonable time after Francois becomes President & COO. When formalized and signed, the required portions will then be filed per SEC regulations.

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____/s/ PR________ __/s/ FG__________ ___/s/ JS_________

Initials Phil Initials Francois Initials Stiska, witness

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Exhibit 99.1

Moving iMage Technologies Announces Executive Succession Plan and Board Member Transition

Industry veteran Francois Godfrey promoted to President and Chief Operating Officer and appointed to the Company’s Board of Directors

Moving iMage Technologies $MITQ, (NYSE American: MITQ) (“MiT”) , a leading technology and services company for cinema, Esports, stadiums, arenas and other out-of-home entertainment venues, today announced a strategic executive succession plan as part of the Company’s ongoing commitment to governance and leadership continuity. As part of this initiative, Francois Godfrey has been promoted to President and Chief Operating Officer and was appointed to MiT’s Board of Directors, effective immediately. Godfrey succeeds Phil Rafnson, who will retain his role of Chairman and CEO, as President. The introduction of the Chief Operating Officer position reflects MiT’s focus on operational excellence and its strategic growth initiatives.

Phil Rafnson, CEO and Chairman, commented:

“Succession planning is fundamental to our strategy, ensuring sustained growth and resilience over the long term. As we enter the next phase of our journey as a public company, Francois’ depth of experience is precisely aligned with MiT's vision for the future. I chose to promote him now to enable us to more quickly elevate our business and better serve our customers and shareholders. With Francois' expertise in strategic planning, business development and customer-driven innovation, I am confident in his ability to guide MiT into its next chapter, driving continued success and value creation.”

Francois Godfrey, President and COO, commented:

“I am honored to take on the role of President and COO at this pivotal time for Moving iMage Technologies. I am grateful to Phil for this opportunity and look forward to working closely with him and our exceptional team to drive forward the initiatives we’ve set in motion. Together, we’ll be focusing on accelerating revenue growth, expanding our margins and delivering operational excellence. Our commitment to innovation and efficiency will continue to be central to our strategy as we enhance our offerings and create lasting value for our customers and shareholders.”

With over 20 years of experience in business development, sales and strategic planning, Godfrey has a proven track record in leading high-performing teams, driving revenue growth and fostering customer relationships. Since joining MiT in early 2022 as Vice President of Business Development and Sales, he has been a key player in the Company’s long-term growth initiatives designed to accelerate revenue growth and increase gross margins. His previous roles include leadership positions at Christie Digital Systems, Barco, Ballentyne Strong and QSC Audio, where he successfully executed complex sales strategies, developed international partnerships and managed multi-million dollar business units within competitive technology markets.

Board of Directors Transition

In conjunction with the succession planning process, the Company also announced that Bevan Wright, Executive Vice President of Operations, will transition from his role on the Board of

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Directors to actively serve in an advisory board capacity. Mr. Wright will continue in his existing role as EVP of Operations, maintaining his leadership in the Company’s day-to-day operational strategies. This transition will allow him to remain actively engaged with the Board, providing strategic insights and guidance in a non-voting capacity while focusing on his operational responsibilities.

About Moving iMage Technologies

Moving iMage Technologies (NYSE American: MITQ) is a leading provider of technology, products, and services for the Motion Picture Exhibition industry, with expanding ventures into live entertainment venues and Esports. We design and manufacture a wide range of proprietary products in-house, including developing potentially disruptive SaaS and subscription-based solutions. Committed to excellence and innovation, Moving iMage Technologies aims to revolutionize the out of home entertainment experience with cutting-edge technology and superior service.

For more information, visit www.movingimagetech.com .

Follow us on X: @movingimagenews .

Follow us on LinkedIn: MiT on LinkedIn

View source version on businesswire.com: https://www.businesswire.com/news/home/20241031927562/en/

Moving iMage Technologies Investor Relations and Media Contacts:
Brian Siegel, IRC®, M.B.A.
Vice President, Strategic Communications and Investor Relations, MiT
Senior Managing Director, Hayden IR
[phone]
[e-mail]

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Document and Entity Information	Oct. 30, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Oct. 30, 2024
Entity File Number	001-40511
Entity Registrant Name	MOVING iMAGE TECHNOLOGIES, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1836381
Entity Address State Or Province	CA
Entity Address, Address Line One	17760 Newhope Street
Entity Address, City or Town	Fountain Valley
Entity Address, Postal Zip Code	92708
City Area Code	714
Local Phone Number	751-7998
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.00001 par value
Trading Symbol	MITQ
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001770236
Amendment Flag	false

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