TORONTO, ON / ACCESSWIRE / April 1, 2015 / Frankly Inc. ("Frankly" or the "Company") (TSX VENTURE:TLK), a next generation chat technology platform that brings dynamic conversation and direct consumer engagement to mobile app experiences, today announced the extension of Steve Chung's contract as Chief Executive Officer through to February 1, 2017. Mr. Chung has been with the Company since February, 2013 and, over the past ten years, has held senior leadership roles in the technology sector with both start-up and large enterprises. In addition, Frankly today announced that the Board of Directors of the Company (the "Board") has adopted an amended and restated equity incentive plan (the "Restated Plan"), which amends and restates the Equity Incentive Plan, which was effective as of December 23, 2014, for the purposes of promoting greater alignment of interests between the Company's shareholders, directors, management and employees.
The Restated Plan
The Restated Plan now provides that the Company may award restricted share units ("RSUs") to officers, employees, directors and consultants of Frankly and its subsidiaries upon such conditions as the Board may establish, including the attainment of performance goals recommended by the Company's compensation committee. The purchase price for common shares of the Company ("Shares") issuable under each RSU award, if any, shall be established by the Board in its discretion. Shares issued pursuant to any RSU award may (but need not) be made subject to vesting conditions based upon the satisfaction of service requirements, conditions, restrictions, time periods or performance goals, as shall be established by the Board. The maximum aggregate number of Shares that may be issued under the Restated Plan pursuant to the exercise of RSUs shall not exceed 2,205,772 Shares. As previously contemplated pursuant to the Equity Incentive Plan, the maximum number of common shares of Frankly which may be reserved and set aside for issuance upon the grant or exercise of option awards under the Restated Plan is 10% of Frankly's common shares issued and outstanding from time to time on a non-diluted basis.
The Restated Plan is subject to the approval of the TSX Venture Exchange and the disinterested shareholders of the Company.
Grant of RSUs to Steve Chung and to Independent Directors
In connection with the extension of Mr. Chung's employment agreement, the Company announced that it has granted an aggregate of 247,676 RSUs to Steve Chung, which are subject to the following vesting conditions, provided that Mr. Chung is still employed on the applicable vesting date: (1) All unvested RSUs will vest and the shares underlying the RSUs shall be immediately issued to Mr. Chung on a date that is seven (7) years from the February 1, 2015; and (2) Until December 31, 2017, the RSUs will vest in accordance with a number of performance-based vesting conditions.
In addition, to compensate the independent directors, being Ronald Schmeichel and Anthony Lacavera, for their time and expenses in connection with the fulfillment of their duties as directors of the Company, the Company announced that it has granted 15,000 RSUs to each independent director, which shall vest upon the anniversary of their election to the Board.
Including the grant of RSUs, under the Company's Restated Plan, the Company has 277,676 RSUs issued and outstanding, representing approximately 1.26% of the Company's issued and outstanding shares. Vesting of the RSUs is subject to the approval of the TSX Venture Exchange and the Company's shareholders at the next annual meeting.
Grant of Options to Steve Chung
In connection with the extension of Mr. Chung's employment agreement, the Company announced that it has granted 215,979 options to purchase Shares ("Options") to Mr. Chung. The Options will vest over a four year period, contingent upon Mr. Chung's continuous employment and subject to the terms and conditions set forth in the Restated Plan, which includes immediate vesting upon termination of Mr. Chung's employment in the event of a change of control. The exercise price for the Options is $2.64
Including the grant of the Options, the Company will have 1,908,641 options issued and outstanding, representing approximately 8.79% of the Company's common shares outstanding.
About Frankly Inc.:
Frankly is a next-generation chat-as-a-service platform that lets consumer brands build fan communities, engage their users directly, and join the conversation--right in their mobile app experiences.
With Frankly's Chat SDK, brands can quickly plug in powerful, customizable technology to unlock the power of mobile messaging on their own platforms and access conversations that matter to their business and their users.
Based in San Francisco, California, Frankly was founded in 2013 and is publicly traded on Canada's TSX Venture Exchange. To learn more, please visit www.franklyinc.com or email [email protected].
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Disclosure regarding forward-looking statements
This press release contains forward looking statements. More particularly, this press release contains statements concerning the anticipated form of settlement of the RSUs, and the approval of each of the Restated Plan by shareholders of Frankly. Although the Company believes that the expectations reflected in these forward looking statements are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Since forward looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The annual and special meeting of shareholders may be delayed. Shareholders may not approve the Restated Plan. Accordingly, there is a risk that the RSUs will not be settled in Shares.
The forward looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Contact Information:
Frankly Inc.
Steve Chung
Chief Executive Officer
415.861.9797
SOURCE: Frankly Inc.