FROG JFrog Ltd

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): July 23, 2024

JFrog Ltd.

(Exact name of Registrant as Specified in Its Charter)

Israel			001-39492	98-0680649
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
270 E. Caribbean Drive
Sunnyvale, California				94089
(Address of Principal Executive Offices)				(Zip Code)
Registrant’s Telephone Number, Including Area Code: (408) 329-1540

(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
Ordinary Shares, NIS 0.01 par value		FROG		Nasdaq Global Select Market

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Appointment of New Director

Effective July 23, 2024, the Board of Directors (the “Board”) of JFrog Ltd. (the “Company”) appointed Luis Visoso to serve on the Company’s Board as a Class III director and as a member of the audit committee (the “Audit Committee”).

Mr. Visoso will receive the standard compensation and equity awards provided to the Company’s non-employee directors for their service pursuant to the Company’s Non-Employee Director Compensation Policy, a copy of which is filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-1.

The Company will enter into its standard form of indemnification agreement with Mr. Visoso, the form of which is filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1. Mr. Visoso has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Visoso and any other persons pursuant to which he was appointed to serve on the Board of the Company.

A copy of the press release issued by the Company on July 23, 2024 announcing Mr. Visoso’s appointment to the Board is attached hereto as Exhibit 99.1.

The information in Exhibit 99.1 attached to this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Description
99.1		Press Release of JFrog Ltd. dated July 23, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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.

			JFrog Ltd.
Date:	July 23, 2024	By:	/s/ Eduard Grabscheid
			Eduard Grabscheid Chief Financial Officer

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Exhibit 99.1

 

JFrog Appoints Seasoned Cloud & Security Executive Leader

Luis Felipe Visoso to its Board of Directors

 

Industry veteran brings decades of business acumen and global insight from Amazon Web Services, Cisco, Palo Alto Networks, and Unity

 

Sunnyvale, Calif., July 23, 2024 — JFrog Ltd. (“JFrog”) (Nasdaq: FROG), the Liquid Software company and creators of the JFrog Software Supply Chain Platform, today announced Unity CFO, Luis Felipe Visoso, will join its Board of Directors, effective immediately. He will also serve as a member of the Board’s Audit Committee. With extensive experience in global enterprise leadership and board roles across the cybersecurity, cloud, and software industries, Visoso brings a wealth of business expansion expertise to JFrog that will help the company drive growth in the DevOps, DevSecOps, and AI/MLops markets.

"We are thrilled to welcome Luis to our Board of Directors and Audit Committee," said Shlomi Ben Haim, Co-Founder and CEO of JFrog. "His extensive experience as a CFO and head of business operations within global enterprise software companies will be invaluable as JFrog continues its growth trajectory."

 

Visoso currently serves as CFO of Unity Software Inc. (NYSE: U), creator of the widely used 3D game development engine, a role he has held since March 2021. He brings CFO and senior leadership experience at public companies, including Palo Alto Networks (Nasdaq: PANW), Amazon Web Services (Nasdaq: AMZN), and Cisco (Nasdaq: CSCO). While in his role at Unity, Visoso served on the Board of Directors at Splunk Inc., a public company specializing in data platform solutions for security and observability that was recently acquired by Cisco. Visoso also brings significant knowledge of international financial markets, having worked in global positions across Latin America, Europe and the United States.

 

“I am very impressed by the company’s vision for protecting the software supply chain,” said Mr. Visoso. “I believe in the growth of the DevOps industry, and JFrog’s ability to serve as the gold standard for developers, data scientists, and security experts worldwide. I am honored to join the Board of Directors and look forward to working with Shlomi and the rest of the board.”

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From September 2020 to March 2021, Visoso served on the Unity Board of Directors, including as a member of the Audit Committee. Visoso holds a bachelor’s degree from Tecnológico de Monterrey. To learn more about Visoso and the opportunities he sees for JFrog in its next phase of growth read this blog.

 

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Like this story? Tweet this: .@jfrog adds seasoned business financial leader @visoso_lf to its Board of Directors. Learn More: https://jfrog.co/3y8medg #DevOps #MLOps #BoD

 

About JFrog

JFrog Ltd. (Nasdaq: FROG), is on a mission to create a world of software delivered without friction from developer to device. Driven by a “Liquid Software” vision, the JFrog Software Supply Chain Platform is a single system of record that powers organizations to build, manage, and distribute software quickly and securely, ensuring it is available, traceable, and tamper-proof. The integrated security features also help identify, protect, and remediate against threats and vulnerabilities. JFrog’s hybrid, universal, multi-cloud platform is available as both self-hosted and SaaS services across major cloud service providers. Millions of users and 7K+ customers worldwide, including a majority of the Fortune 100, depend on JFrog solutions to securely embrace digital transformation. Learn more at www.jfrog.com or follow us on X @JFrog.

 

Cautionary Note About Forward-Looking Statements

This press release contains “forward-looking” statements, as that term is defined under the U.S. federal securities laws, including, but not limited to, statements regarding our expectations regarding growth in the DevOps, AI/MLOPs and security markets.

 

These forward-looking statements are based on our current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause JFrog’s actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. There are a significant number of factors that could cause actual results, performance or achievements, to differ materially from statements made in this press release, including but not limited to risks detailed in our filings with the Securities and Exchange Commission, including in our annual report on Form 10-K for the year ended December 31, 2023, our quarterly reports on Form 10-Q, and other filings and reports that we may file from time to time with the Securities and Exchange Commission. Forward-looking statements represent our beliefs and assumptions only as of the date of this press release. We disclaim any obligation to update forward-looking statements except as required by law.

Media Contact:

Siobhan Lyons, Sr. Manager, Global Communications, JFrog, siobhanL@jfrog.com

 

Investor Contact:

Jeff Schreiner, VP of Investor Relations, JFrog, jeffS@jfrog.com

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v3.24.2

Document And Entity Information	Jul. 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 23, 2024
Entity Registrant Name	JFrog Ltd.
Entity Central Index Key	0001800667
Entity Emerging Growth Company	false
Entity File Number	001-39492
Entity Incorporation, State or Country Code	L3
Entity Tax Identification Number	98-0680649
Entity Address, Address Line One	270 E. Caribbean Drive
Entity Address, City or Town	Sunnyvale
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94089
City Area Code	408
Local Phone Number	329-1540
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares, NIS 0.01 par value
Trading Symbol	FROG
Security Exchange Name	NASDAQ

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