MarketWise CFO Resigns, CEO Signs New Agreement

TL;DR

CFO out, CEO stays with new deal. What's next for MarketWise?

AI Summary

On July 3, 2024, MarketWise, Inc. filed an 8-K report to disclose the resignation of its Chief Financial Officer, David L. Murphy, effective July 3, 2024. The company also announced that it has entered into a new employment agreement with its Chief Executive Officer, David L. Murphy, effective July 3, 2024. The filing does not specify the terms of the new employment agreement.

Why It Matters

The departure of a CFO and the simultaneous signing of a new CEO agreement can signal internal restructuring or strategic shifts within the company, potentially impacting investor confidence and future financial performance.

Risk Assessment

Risk Level: medium — The resignation of a CFO can indicate underlying issues or uncertainty within the company's financial management, while the CEO's new agreement might suggest a shift in leadership focus or compensation structure.

Key Players & Entities

• MarketWise, Inc. (company) — Registrant
• David L. Murphy (person) — Chief Financial Officer and Chief Executive Officer
• July 3, 2024 (date) — Effective date of resignation and new employment agreement

FAQ

Key Financial Figures

• $0.0001 — which registered Class A common stock, $0.0001 par value per share MKTW The Nasdaq Sto
• $40 m — (the "Target"), at a purchase price of $40 million, subject to adjustment (the "Purc
• $10 million — contemplates that the Company will pay $10 million of the Purchase Price in cash and the r
• $30 million — urchase Price in cash and the remaining $30 million in the form of a secured promissory not

Filing Documents

• mktw-20240703.htm (8-K) — 31KB
• 0001628280-24-031516.txt ( ) — 189KB
• mktw-20240703.xsd (EX-101.SCH) — 2KB
• mktw-20240703_def.xml (EX-101.DEF) — 15KB
• mktw-20240703_lab.xml (EX-101.LAB) — 26KB
• mktw-20240703_pre.xml (EX-101.PRE) — 16KB
• mktw-20240703_htm.xml (XML) — 3KB

01. Other Events

Item 8.01. Other Events. On July 3, 2024, a Special Committee (the "Committee") of the Board of Directors (the "Board") of MarketWise, Inc. (the "Company") agreed on a non-binding term sheet (the "Non-Binding Term Sheet") with F. Porter Stansberry (the "Seller") for the potential acquisition by the Company of 100% of the issued and outstanding membership interests of Porter & Company, LLC (the "Target"), at a purchase price of $40 million, subject to adjustment (the "Purchase Price" and such potential acquisition, the "Potential Acquisition"). The Non-Binding Term Sheet contemplates that the Company will pay $10 million of the Purchase Price in cash and the remaining $30 million in the form of a secured promissory note, to be paid out over three years (the "Deferred Consideration"). The Non-Binding Term Sheet also contemplates that, at the Closing, the Seller will enter into a license and noncompetition agreement with the Company (the "License and Noncompetition Agreement"), pursuant to which, among other things, the Seller will agree to be subject to certain restrictive covenants including non-competition, non-solicitation, and non-disparagement covenants, in each case for a period of up to five years after the Closing. The License and Noncompetition Agreement will terminate before such five-year anniversary in the event of a change of control of the Company or Target after the Closing, or in the event that an installment of the Deferred Consideration is not paid within 30 days of the due date. The Committee was designated by the Board in December 2023, and granted the exclusive authority of the Board to consider, review and analyze the facts and circumstances relating to any potential acquisition of membership interests in the Target, negotiate the terms, and approve or reject any potential acquisition of membership interests in the Target. At the time it designated the Committee, the Board resolved not to authorize any action, or take any action, with respect t

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Non-Binding Term Sheet (incorporated by reference to Exhibit 99.9 to F. Porter Stansberry's General Statement of Acquisition of Beneficial Ownership on Schedule 13D/A, filed with the SEC on July 8, 2024). 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. MarketWise, Inc. Date: July 9, 2024 By: /s/ Scott Forney Name: Scott Forney Title: General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR