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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): July 22, 2022

 

 

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)).

 

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

 

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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

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 July 22, 2022, the Board of Directors (the “Board”) of SmileDirectClub, Inc. (the “Company”) elected Alex Dimitrief as a member of the Board, effective July 25, 2022. Mr. Dimitrief will serve on the Board as a Class III director until the Company’s 2025 annual meeting of stockholders or until his successor is duly elected and qualified or until his earlier death, resignation, or removal. Mr. Dimitrief will also become a member of the Audit Committee and the Nominating and Corporate Governance Committee.

Mr. Dimitrief will receive compensation consistent with the Company’s other non-employee directors as described in Exhibit 10.12 to the Company’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on March 1, 2022.

There is no arrangement or understanding between Mr. Dimitrief and any other persons or entities pursuant to which he was appointed as a director, and there are no transactions in which Mr. Dimitrief has an interest requiring disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing Mr. Dimitrief’s appointment to the Board is filed herewith as Exhibit 99.1 and is incorporated herein by reference into this Item 5.02.

Item 9.01.			Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
99.1			Press Release dated July 25, 2022, announcing the election of Alex Dimitrief to the Board 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.

 

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			SMILEDIRECTCLUB, INC.
			By:			/s/ Troy Crawford
			Name:			Troy Crawford
			Title:			Chief Financial Officer, Chief Accounting Officer and Treasurer

 

Date: July 25, 2022