OneSpan Reports Officer/Director Changes, Comp Arrangements

TL;DR

**OneSpan filed an 8-K on Jan 5, 2024, indicating executive changes or new compensation plans.**

AI Summary

OneSpan Inc. filed an 8-K on January 5, 2024, reporting an event that occurred on January 4, 2024. This filing indicates a change in leadership or compensation arrangements, as suggested by the 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers' item. While specific names or dollar amounts are not detailed in the provided text, such changes can significantly impact a company's strategic direction and financial performance, which matters to investors as it could signal new initiatives or a shift in corporate governance.

Why It Matters

Changes in executive leadership or compensation can signal strategic shifts or efforts to retain key talent, directly influencing investor confidence and future company performance.

Risk Assessment

Risk Level: medium — Without specific details on who departed or was appointed, and the nature of compensatory arrangements, the impact on the company's stability and future performance is uncertain.

Analyst Insight

Investors should monitor OneSpan Inc.'s future filings and press releases for specific names, roles, and financial details related to the reported executive and compensation changes to assess their potential impact on the company's strategy and performance.

Key Players & Entities

• OneSpan Inc. (company) — the registrant filing the 8-K
• NASDAQ (company) — the exchange where OneSpan's Common Shares (OSPN) are registered
• January 4, 2024 (date) — date of the earliest event reported
• January 5, 2024 (date) — date the 8-K was filed
• OSPN (company) — trading symbol for OneSpan Inc. Common Shares

Forward-Looking Statements

• OneSpan Inc. will provide more specific details regarding the executive changes and compensation arrangements in a subsequent filing or press release. (OneSpan Inc.) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $75,000 — ill pay Mr. Limongelli a base salary of $75,000 per month for a term of six months, whi
• $300,000 — rtunity to earn a cash bonus of between $300,000 and $1.5 million, with the payment and
• $1.5 m — rn a cash bonus of between $300,000 and $1.5 million, with the payment and amount of t
• $228 million — nd of the previously disclosed range of $228 million to $232 million, and that fiscal year 2
• $232 m — usly disclosed range of $228 million to $232 million, and that fiscal year 2023 adjust
• $2 million — nd of the previously disclosed range of $2 million to $4 million. In addition, we are reit
• $4 million — iously disclosed range of $2 million to $4 million. In addition, we are reiterating our fi
• $148 million — ng our fiscal year 2023 ARR guidance of $148 million to $152 million, fiscal year 2024 reven
• $152 m — ar 2023 ARR guidance of $148 million to $152 million, fiscal year 2024 revenue target
• $41 million — , and short-term investments balance of $41 million to $43 million at year-end 2023. Change
• $43 million — m investments balance of $41 million to $43 million at year-end 2023. Changes in cash durin
• $25 million — urchase our common stock related to the $25 million modified Dutch auction tender offer we

Filing Documents

• ospn-20240104.htm (8-K) — 42KB
• ospnex-10120240105.htm (EX-10.1) — 180KB
• ospnex-10220240105.htm (EX-10.2) — 52KB
• ospnex-99120240105.htm (EX-99.1) — 19KB
• 0001628280-24-000522.txt ( ) — 480KB
• ospn-20240104.xsd (EX-101.SCH) — 2KB
• ospn-20240104_lab.xml (EX-101.LAB) — 24KB
• ospn-20240104_pre.xml (EX-101.PRE) — 13KB
• ospn-20240104_htm.xml (XML) — 3KB

01 Regulation FD Disclosure

ITEM 7.01 Regulation FD Disclosure OneSpan is providing an update to our financial guidance and targets. We now expect that fiscal year 2023 revenue will be at the high end of the previously disclosed range of $228 million to $232 million, and that fiscal year 2023 adjusted EBITDA will achieve or exceed the high end of the previously disclosed range of $2 million to $4 million. In addition, we are reiterating our fiscal year 2023 ARR guidance of $148 million to $152 million, fiscal year 2024 revenue target of low- to mid-single digits growth over 2023 revenue and fiscal year 2024 adjusted EBITDA margin target of 20% to 23%. During 2024, we plan to continue to focus on improving our operating model, driving toward the aspirational goal of attaining a level of 30% under the "Rule of 40" framework by the time we exit 2024. We expect a cash, cash equivalents, and short-term investments balance of $41 million to $43 million at year-end 2023. Changes in cash during the quarter ended December 31, 2023 include payments to repurchase our common stock related to the $25 million modified Dutch auction tender offer we completed on December 18, 2023, restructuring payments, capitalized expenditures and changes in net working capital items. Non-GAAP Financial Measures Adjusted EBITDA, adjusted EBITDA margin and the Rule of 40 framework are non-GAAP metrics. We are not providing a reconciliation of guidance or targets for adjusted EBITDA, adjusted EBITDA margin or Rule of 40 to GAAP net income, the most directly comparable GAAP measure, because we are unable to predict certain items included in GAAP net income without unreasonable efforts. We report financial results in accordance with GAAP. We also evaluate our performance using certain non-GAAP financial metrics, including adjusted EBITDA, adjusted EBITDA margin and the Rule of 40 framework. Our management believes that these non-GAAP measures, when taken together with the corresponding GAAP financial metrics, provide

Forward-Looking Statements

Forward-Looking Statements This Form 8-K contains forward-looking statements within the meaning of applicable U.S. securities laws, including statements about: our intentions to strengthen our strategic plan, accelerate the pace of our transformation efforts, and deliver enhanced value creation for our shareholders; our financial guidance and targets for fiscal year 2023 and 2024; our aspirational goal of attaining a level of 30% under the "Rule of 40" framework by the time we exit 2024; and our expectations for our cash, cash equivalents, and short-term investments balance at year-end 2023. Forward-looking statements may be identified by words such as "seek", "believe", "plan", "estimate", "anticipate", "expect", "intend", "continue", "outlook", "may", "will", "target", "drive towards", "should", "could", "confident", "goal", or "might", and their variants and other similar expressions. These forward-looking statements involve risks and uncertainties, as well as assumptions that, if they do not fully materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Important factors that could materially affect our business and financial results include, but are not limited to, factors described in the "Risk Factors" section of our most recent Annual Report on Form 10-K, as updated by the "Risk Factors" section of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023. We do not have any intent, and disclaim any obligation, to update the forward-looking information to reflect events that occur, circumstances that exist or changes in our expectations after the date of this Form 8-K, except as required by law. The information reported under Item 7.01 in this Form 8-K 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 liabilities of that section, nor shall it be d

01 Financial Statements and Exhibits

ITEM 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 10.1 Amended and Restated Employment Agreement, dated February 27, 2023, between the Company and Matthew Moynahan 10.2 Interim CEO Employment Agreement, dated January 4, 2024, between the Company and Victor Limongelli 99.1 Press release issued by OneSpan Inc. on January 5, 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. Date: January 5, 2024 OneSpan Inc. /s/ Jorge Martell Jorge Martell Chief Financial Officer (Principal Financial and Accounting Officer)

View Full Filing

View this 8-K filing on SEC EDGAR