UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): November 10, 2015
VIRTUAL PIGGY, INC.
(Exact name of Registrant as specified in charter)
|
Delaware
(State or other jurisdiction
of incorporation)
|
0-53944
(Commission File Number)
|
35-2327649
(I.R.S. Employer
Identification No.)
|
1221 Hermosa Avenue, Suite 210, Hermosa Beach, California 90254
(Address of principal executive offices, including zip code)
(310) 853-1950
(Registrant's telephone number, including area code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Replacement of Chief Executive Officer
On November 13, 2015, Jo Webber stepped down from her positions as Chief Executive Officer and a member of the Board of Directors of Virtual Piggy, Inc. (the “Company”). In connection with her departure from the Company, the Company agreed to extend the exercise period of Ms. Webber’s stock option to purchase a total of 2,000,000 shares of the Company’s common stock at an exercise price of $0.65 to its current expiration date in March 2017. Ms. Webber also agreed to immediately relinquish and terminate her outstanding stock option to purchase a total of 3,000,000 shares of the Company’s common stock at an exercise price of $0.04 per share.
On November 16, 2015, the Company appointed Kӓthe Anchel as President and Chief Executive Officer and as a member of its Board of Directors. Ms. Anchel, age 40, has over fifteen years of experience in the ecommerce and technology industries. From 2013 to 2015, Ms. Anchel served in executive positions at PayPal, including as Global Consumer Product Leader for Shopping and Habituation (2015) and Head of US Consumer Solutions (2013-2015). From 2012-2013 she served as Design Leader, User Experience and Platform Innovation at eBay Enterprise. From 2007-2012 she was Manager, User Experience and Web Communications for the American College of Physicians.
As an employee director, Ms. Anchel will not serve on any committees of the Board. Ms. Anchel has not engaged in any transactions with the Company since January 1, 2014 that would require disclosure pursuant to Item 404(a) of Regulation S-K.
In connection with her appointment, the Company also simultaneously entered into an Employment Agreement with Ms. Anchel pursuant to which she will be employed on an at-will basis at an annual base salary of (i) $250,000 during the first year of employment, (ii) $287,500 during the second year of employment and (iii) $325,000 during the third year of employment and thereafter, subject to further increase in the Board’s discretion. The Company agreed, within 60 days, to place into escrow an amount sufficient to fund Ms. Anchel’s base salary payments during the first year of employment. In connection with her employment, Ms. Anchel will also receive stock options to acquire 2,500,000 shares of the common stock of the Company at an exercise price of $0.90 per share (or if greater, the fair market value of such stock on the grant date) vesting in three equal annual installments. She will also be granted 500,000 shares of restricted common stock of the Company vesting in the following manner: (i) 250,000 shares shall vest immediately upon grant and (ii) 250,000 shares shall vest on the first anniversary of the initial date of employment; provided she is then still employed by the Company.
Appointment of New Director and Chairman of the Board
On November 10, 2015, Martha McGeary Snider was appointed to the Board of Directors of the Company. Ms. McGeary Snider, will assume the title of Chairman of the Board, but will not currently serve on any committees of the Board. Ernest Cimadamore will relinquish the title of Chairman of the Board but will remain as a director of the Company and as its corporate Secretary.
Ms. McGeary Snider previously served as a member of the Company’s board of directors from March 2012 until April 2013 and has served as Chair of the Company’s Board of Advisors since 2012. She is recognized as an innovative leader in both professional and philanthropic endeavors. As President of Guildford Group, she is a corporate, community and cultural advisor who advocates for the impact that innovation and the arts have in our society. Ms. McGeary Snider served as Policy Advisor on Arts and Culture, Commonwealth of Pennsylvania under Governor Edward G. Rendell’s administration from 2003 through 2011, working directly with the Governor and the Pennsylvania Department of Economic Development to advance cultural, heritage, arts and business initiatives throughout the Commonwealth of Pennsylvania. She also serves on numerous national and international philanthropic boards focusing on education advocacy and cultural enrichment, including as a trustee of the Museum of the American Revolution. Ms. McGeary Snider received The President’s Volunteer Service Award in 2008 from President George W. Bush. From 1985 until 2000, she served in ownership and management positions at Comcast-Spectacor.
Ms. McGeary Snider has not engaged in any transactions with the Company since January 1, 2014 that would require disclosure pursuant to Item 404(a) of Regulation S-K.
The Company issued a press release with respect to the foregoing matters, which is attached hereto as Exhibit 99.1
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits – The following exhibit is filed as part of this report:
|
Exhibit No.
|
Description of Exhibit |
| |
|
| 99.1 |
Press Release dated November 17, 2015
|
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.
| |
VIRTUAL PIGGY, INC.
|
| |
|
|
|
| |
|
|
|
|
Date: November 17, 2015
|
By: |
|
/s/ Ernest Cimadamore
|
| |
|
|
Ernest Cimadamore
|
| |
|
|
Secretary
|
Exhibit 99.1
Experienced Banking Industry Executives Add Strength to Board of Directors
Käthe Anchel Joins as Virtual Piggy CEO and Martha Snider Joins Virtual Piggy as Chairman of the Board
LOS ANGELES – November 17, 2015 – Virtual Piggy, Inc. (OTCQB: VPIG), provider of award-winning payment technology, Oink, announced today the addition of Käthe Anchel to Virtual Piggy as CEO, and Martha McGeary Snider to Virtual Piggy as Chairman of the Board.
Käthe Anchel (pronounced Kayta) joins with more than 15 years of diversified experience leading across product, design and strategy organizations. Käthe has dedicated her career to building – and nurturing teams that build – impactful digital product experiences and platform business models.
With a focus on bridging payments technologies with content and commerce, she has worked with global leaders in finance, mobile payments, education, healthcare, retail and content to launch and grow products and brands. Prior to joining Oink, Käthe served as a leader within the Global Consumer Products team of PayPal and previously at eBay Enterprises heading up product experience design.
With a passion for delivering solutions to the youth market, Käthe will lead Oink into the youth payments space that not only connects young people and families with a safe, secure way to receive, manage and spend money, but also delivers the last mile of financial literacy for 21st century youth. In her free time, Käthe pens young adult novels and is the mother of two boys and a girl (aka her captive focus group).
“I am energized to join this venture at a time when, as parents (and as a company), we're competing for the attention of our young people with streaming media content that is exploding in quantity, diversity and channel distribution. How do you tackle something like financial literacy and safe commerce in a world like this? We start with fueling experiences and conversations that give young people the tools and a foundation for how to measure and create value. How our world structures and perceives the complex idea of value - whether it is the value of currency, time, services, ideas, or connections - greatly influences a young person’s view of their own self-worth and opportunities for growth,” said Käthe Anchel, CEO of Virtual Piggy. “Our mission is to become a platform for change that empowers young people to make smart choices around the things they value in life, setting them up to become financially responsible and impactful citizens.”
Anchel added that, "as a parent, sometimes it can seem like it is easier to talk about sex than it is to talk about money. But we as parents come by this honestly. Historically, financial literacy has been an elective at best, absent from most curriculums and avoided in family dialog. If we’re going to truly prepare our children for the real world, we need a catalyst for building new habits and for starting new conversations. We believe we can be that catalyst."
Martha McGeary Snider has served as the chair of the Board of Advisors for Virtual Piggy, Inc. since 2012. Her role in the company is inspired by her desire to empower the younger generation to become financially literate and socially active change-makers across the world. She is an award-winning philanthropist, business and cultural consultant and is recognized as an innovative and strategic leader. Ms. McGeary Snider served as Policy Advisor on Arts and Culture, Commonwealth of Pennsylvania, under Governor Edward G. Rendell’s administration. She serves on numerous national and international philanthropic boards focusing on education advocacy and cultural enrichment. Ms. McGeary Snider received The President’s Volunteer Service Award for her distinguished contributions in philanthropy. Her expertise and success in fund raising, networking and marketing brings strength to the board’s collective qualifications, skills and experience.
"Being a part of building a safe and easy way for the younger generation to be financially literate social change agents is an inspiring opportunity. I am proud to serve as chair of the board of directors and to be a part of a team that is focused and dedicated to creating tools that empower our youngest generation,” said Ms. McGeary Snider about her new role as Chairman of the Board for Virtual Piggy.
"I am thrilled to be collaborating with Käthe Anchel, whose deep and respected experience in the e-commerce industry and hands-on insights as an active mother will inform and guide our dedication to serve the expanding and promising world of young mobile consumers; our future," added Ms. McGeary Snider in regards to the addition of Ms. Anchel to Virtual Piggy’s leadership.
"I’m pleased to be leading this mission and joining at the same time as Martha, whose record of nurturing organizations for social change will be critical to propelling us forward," said Ms. Anchel.
Oink promotes financial management while empowering millennials and generation Z to make purchasing, saving and other money management decisions for themselves, within set boundaries. Oink’s technology serves as a digital wallet, supported by the Oink Card, a Discover prepaid card that allows safe and secure transactions.
For information about Oink visit www.oink.com
About Virtual Piggy, Inc.
Virtual Piggy, is the provider of Oink, a secure online and in-store youth wallet. Oink enables kids and teens to manage and spend money within parental controls while gaining valuable financial management skills. In addition to the Oink Card, named Best in Category in the Head of the Class category of the 2015 Paybefore Awards, the technology company also delivers payment platforms designed for the under 21 age group in the global market and enables online businesses the ability to function in a manner consistent with the Children’s Online Privacy Protection Act (COPPA) and similar international children’s privacy laws. The company, based in Hermosa Beach, CA, is on the Web at: www.oink.com and holds three technology patents, US Patent No. 8,762,230, 8,650,621 and 8,812,395.
Safe Harbor Statement
All statements herein other than statements of historical facts are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are based upon our current expectations and speak only as of the date hereof. Such statements are not guarantees of future performance and are subject to known and unknown risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements. Such factors include, but are not limited to, our ability to raise additional capital, our limited operating history and revenue, our ability to attract and retain qualified personnel, our dependence on third party developers, our ability to develop new services, market acceptance of our services, legislative, regulatory and competitive developments, enforcement of our intellectual property, general economic conditions, as well as other factors set forth under the caption "Risk Factors" in our Forms 10-K filed with the SEC, and other filings with the SEC.
Contact:
Oink
info@oink.com
1221 Hermosa Ave,
Hermosa Beach, CA
(310) 853-1950
###
Register for Free to get streaming real-time quotes, interactive charts, live options flow, and more.
Hot Features
Premium
