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): September 10, 2024 (September 4, 2024)
FREYR Battery, Inc.
(Exact name of registrant as specified in its charter)
Delaware | | 333-274434 | | 93-3205861 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
6&8 East Court Square, Suite 300, Newnan, Georgia 30263 |
| (Address of principal executive offices, including zip code) |
Registrant’s telephone number, including area code: (678) 632-3112
Not Applicable |
| (Former name or former address, if changed since last report) |
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.01 par value | | FREY | | The New York Stock Exchange |
| Warrants, each whole warrant exercisable for one Common Stock at an exercise price for $11.50 per share | | FREY WS | | The New York Stock Exchange |
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Termination of Employment of Chief Legal Officer
On September 4, 2024, FREYR Battery, Inc., a Delaware corporation (the “Company”), notified Are L. Brautaset, Chief Legal Officer (“CLO”), that his employment with the Company will terminate effective September 30, 2024 (the “Termination Date”). The Company is searching for a replacement CLO to be based in the U.S., consistent with the Company’s strategic plans and as a continuation of the Company’s recent re-domiciliation into the U.S. Mr. Brautaset will assist the Company with the transition until his termination.
In connection with Mr. Brautaset's departure, the Company, FREYR Battery Norway AS (a wholly-owned subsidiary of the Company) and Mr. Brautaset entered into a Separation and Release Agreement on September 10, 2024 (the “Separation Agreement”), pursuant to which Mr. Brautaset will be entitled to receive a lump sum cash payment equal to 1.5 times base annual salary, less any applicable withholding taxes, subject to his execution of a release of claims.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, which is attached to this Current Report as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
| | FREYR Battery, Inc. |
| | | | |
| | By: | /s/ Daniel Barcelo |
| | | Name: | Daniel Barcelo |
| | | Title: | Chairman of the Board of Directors |
Dated: September 10, 2024
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