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0001277250
0001277250
2023-12-08
2023-12-08
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 8, 2023
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CHARGE ENTERPRISES, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-41354
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90-0471969
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(State or other jurisdiction
of incorporation)
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(Commission
file number)
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(I.R.S. Employer
Identification No.)
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125 Park Avenue, 25th Floor
New York, NY
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10017
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(Address of principal executive offices)
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(Zip Code)
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(212)921-2100
(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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.0001
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CRGE
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Nasdaq Global Market
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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 (§ 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. ☐
5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 8, 2023, James Murphy resigned as a Director of Charge Enterprises, Inc. ("Company") and as a member of the Board's Nominating and Corporate Governance Committee and Compensation Committee, with such resignation becoming effective immediately. Mr. Murphy's resignation was not due to any disagreement with the Company or the Board on any matter relating to the Company's operations, policies, or practices.
On December 11, 2023, Philip Scala resigned as a Director of the Company, effective immediately. Mr. Scala's resignation was not due to any disagreement with the Company or the Board on any matter relating to the Company's operations, policies, or practices.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned duly authorized.
Dated: December 12, 2023
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CHARGE ENTERPRISES, INC.
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By:
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/s/ Leah Schweller
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Leah Schweller
Chief Financial Officer
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