Report of Foreign Issuer (6-k)
01 Mayo 2020 - 8:29AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN
PRIVATE ISSUER
PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For the month of May, 2020
Commission File Number: 001-39042
Akazoo
S.A.
(Translation of registrant’s
name into English)
19 Rue de Bitbourg
1273 Luxembourg
Grand Duchy of Luxembourg
(Address of principal executive office)
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form
40-F ¨
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ¨ No x
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ¨ No x
This
report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form F-3 (Registration Nos.
333-237385 and 333-233811) filed by Akazoo S.A. (the “Company”) (including any prospectuses forming a part of such
registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by
documents or reports subsequently filed or furnished.
Appointment of Interim CEO; Termination of Chief
Executive Officer
On
May 1, 2020, the Board of Directors (the “Board”) of Akazoo S.A. (the “Company”) announced the
appointment of Michael Knott as interim Chief Executive Officer, effective immediately. This followed the decision by the
Board to terminate Apostolos N. Zervos as Chief Executive Officer for cause. The Board has also requested that Mr. Zervos
resign as a member of the Board.
The
Board took this step at the recommendation of the special committee of independent directors (the “Special Committee”)
previously formed by the Board. The Special Committee’s investigation found evidence of conduct that the Special Committee
believed was inconsistent with the Company’s policies, including a lack of cooperation with the investigation.
Michael
Knott is a Senior Managing Director in the Corporate Finance division at FTI Consulting. Mr. Knott leads the Telecom, Media and
Technology (TMT) practice in Europe, the Middle East and Africa (EMEA). He is an experienced telecom, media and technology advisor
with 30 years of experience in transaction advisory, strategy and business consulting, performance improvement and business transformation.
Special Committee Update; Non-Reliance on Previously Issued
Financial Statements
The
Special Committee, with the assistance of outside counsel and advisors, is continuing to investigate the circumstances relating
to the Company’s revenue sources and contractual arrangements with business partners, including the information contained
in a report released by Quintessential Capital Management on April 20, 2020.
The
Special Committee has nonetheless been unable to verify certain operational and financial information previously reported by the
Company. Accordingly, the Special Committee has concluded that the consolidated financial statements (i) of Akazoo Limited for
the years ended December 31, 2018, 2017 and 2016 (and any interim periods therein) audited by the Company’s former independent
registered public accounting firm and included or incorporated by reference in the Company’s Shell Company Report on Form
20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 17, 2019; (ii) of Akazoo Limited
for the three- and six-month periods ended June 30, 2019 and 2018 included in the Company’s Report on Form 6-K furnished
to the SEC on September 27, 2019; and (iii) of the Company for the three- and nine-month periods ended September 30, 2019 and
2018 included in the Company’s Report on Form 6-K furnished to the SEC on December 9, 2019 should no longer be relied upon
due to the possibility that such financial statements contain material errors.
EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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99.1
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Press Release, dated May 1, 2020
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SIGNATURES
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, thereunto duly authorized.
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Akazoo S.A.
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Date: May 1, 2020
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By:
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/s/ Lewis W. Dickey, Jr.
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Name:
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Lewis W. Dickey, Jr.
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Title:
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Chairman of the Board of Directors
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Akazoo (NASDAQ:SONG)
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