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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): December 7, 2021 (December 1, 2021)

 

 

SmileDirectClub, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

001-39037

83-4505317

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

414 Union Street Nashville, Tennessee						37219
(Address of Principal Executive Offices)						(Zip Code)

 

(800) 848-7566

(Registrant’s telephone number, including area code)

 

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:

 

☐ 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)).

 

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. ☐

 

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

 

Title of each class

Trading symbol

Name on each exchange on which registered

Class A common stock, par value $.0001 per share

SDC

The NASDAQ Stock Market LLC

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

 

On December 1, 2021, Kyle Wailes gave notice of his decision to step down from his role as Chief Financial Officer of SmileDirectClub, Inc. effective March 1, 2022 (the “Effective Date”), in order to pursue a CEO career opportunity at a start-up healthcare entity. Mr. Wailes has served as Chief Financial Officer since May 2018.

Mr. Wailes will continue in his current duties until the Effective Date. SmileDirectClub, Inc. is conducting an external search for its next Chief Financial Officer and has engaged an executive search firm to identify Mr. Wailes’ successor.

A copy of the Registrant’s press release relating to these changes is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.						Description
99.1						Press release dated December 7, 2021, announcing the departure of Kyle Wailes, CFO, of SmileDirectClub, Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

 

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.

 

			SMILEDIRECTCLUB, INC.
			By:			/s/ Susan Greenspon Rammelt
			Name:			Susan Greenspon Rammelt
			Title:			Chief Legal Officer, EVP Business Affairs, Secretary, and Director

 

Date: December 7, 2021