Mitek Systems Appoints New Director, Reports Q1 Results

TL;DR

Mitek Systems adds a new director, Dr. Mike Trites, and reports Q1 earnings.

AI Summary

On May 9, 2024, Mitek Systems, Inc. announced the departure of Director Dr. Robert L. (Bob) Lytle, effective May 8, 2024. The company also announced the appointment of Dr. Michael J. (Mike) Trites as a new Class III director, effective May 9, 2024, with his term to expire at the 2026 annual meeting of stockholders. Additionally, the company reported its financial results for the first quarter ended March 31, 2024.

Why It Matters

The appointment of a new director and the reporting of financial results indicate ongoing governance changes and business performance updates for Mitek Systems.

Risk Assessment

Risk Level: low — This filing primarily concerns director changes and financial reporting, which are standard corporate events.

Key Players & Entities

• Mitek Systems, Inc. (company) — Registrant
• Dr. Robert L. (Bob) Lytle (person) — Departing Director
• May 8, 2024 (date) — Effective date of Lytle's departure
• Dr. Michael J. (Mike) Trites (person) — Appointed Director
• May 9, 2024 (date) — Effective date of Trites' appointment
• 2026 (date) — Expiration of Trites' term
• March 31, 2024 (date) — End of first quarter for financial reporting

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share MITK Nasdaq Capital Market
• $85,000 — m CEO, Mr. Carter will be paid a fee of $85,000 per month. Mr. Carter will also be elig
• $15,000 — s. Stevenson will receive an additional $15,000 annual retainer. There are no arrangeme
• $50 million — ed a share repurchase program for up to $50 million of the Company's common stock, par valu

Filing Documents

• mitk-20240509.htm (8-K) — 40KB
• mitk-2024331xexx991xq224ea.htm (EX-99.1) — 216KB
• mitk-2024331xexx992xq224tr.htm (EX-99.2) — 15KB
• mitk-2024331xexx993xq224sh.htm (EX-99.3) — 12KB
• 0000807863-24-000059.txt ( ) — 431KB
• mitk-20240509.xsd (EX-101.SCH) — 2KB
• mitk-20240509_lab.xml (EX-101.LAB) — 21KB
• mitk-20240509_pre.xml (EX-101.PRE) — 12KB
• mitk-20240509_htm.xml (XML) — 3KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On May 13, 2024, Mitek Systems, Inc. (the "Company", "we", "us" and "our") issued a press release announcing the Company's financial results for the second fiscal quarter ended March 31, 2024. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 9, 2024, the Board of Directors of the Company (the "Board") notified Scipio "Max" Carnecchia that his employment as the Company's Chief Executive Officer would terminate as of May 31, 2024. The Company thanks Mr. Carnecchia for his contributions and many years of service as a trusted and valuable business leader and partner to the Company and its employees. At the request of the Board, Mr. Carnecchia will remain a member of the Board and be available to assist with the CEO transition process. Mr. Carnecchia will be entitled to the severance payments set forth under the applicable provisions of his executive employment agreement in connection with such termination. Scott Carter, a member of the Board, has been appointed as Interim Chief Executive Officer, effective as of June 1, 2024. Upon commencement of his employment, Mr. Carter will also serve as the Principal Executive Officer

01. Other Events

Item 8.01. Other Events. On May 13, 2024, the Company issued a press release announcing that the Board authorized a share repurchase program for up to $50 million of the Company's common stock, par value $0.001 ("Common Stock"). The share repurchase program is effective as of May 16, 2024 and will expire on May 16, 2026. The timing, price and actual number of shares of Common Stock repurchased will depend on a variety of factors including price, market conditions and corporate and regulatory requirements. The repurchases may be made from time (i) through open market purchases, block trades, privately negotiated transactions, one or more trading plans adopted in accordance with Rule 10b5-1 of the Exchange Act or any combination of the foregoing, in each case in accordance with applicable laws, rules and regulations or (ii) in such other manner as will comply with the provisions of the Exchange Act. The share repurchase program does not require the Company to repurchase shares of its Common Stock and it may be discontinued, suspended or amended at any time. A copy of the Company's press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press Release (regarding earnings) issued by Mitek Systems, Inc. on May 13, 2024 99.2 Press Release (regarding CEO departure) issued by Mitek Systems, Inc. on May 13, 2024 99.3 Press Release (regarding share repurchase program) issued by Mitek Systems, Inc. on May 13, 2024 104 Cover Page Interactive Data File, formatting Inline Extensible Business Reporting Language (iXBRL)

SIGNATURES

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 thereunto duly authorized. Mitek Systems, Inc. May 13, 2024 By: /s/ Dave Lyle Dave Lyle Chief Financial Officer

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View this 8-K filing on SEC EDGAR