CAUD Collective Audience Inc (QB)

 

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): November 1, 2024

 

COLLECTIVE AUDIENCE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-40723		86-2861807
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

85 Broad Street

New York, NY 10004

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (808) 829-1057

 

N/A
(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

 

 

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 x

 

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.

 

Effective November 1, 2024, the board of directors (the “Board”) of Collective Audience, Inc., a Delaware corporation (the “Company”), appointed Mr. Gerald Garcia as the Chief Financial Officer of the Company. Mr. Garcia replaces Mr. Christopher Andrews as Chief Financial Officer who resigned from his role as Interim Chief Financial Officer and Chief Operating Officer on November 1, 2024. Mr. Andrews’s resignation was not a result of any disagreements with the Company, or its management, on any matter relating to the Company’s operations, policies or practices. Mr. Andrews will continue on with the Company as an advisor with the Company’s “Advisor Collective” board.

 

Mr. Garcia, age 54, is a seasoned finance executive who has spent over 20 years in the financial side of the advertising industry. Previously, Mr. Garcia served as chief financial officer at Channel Factory, LLC. Prior to joining Channel Factory, Garcia worked from 2022-2023 as chief financial officer at Zero Gravity Corporation (Zero-G). Before this, from 2018-2022 Garcia served as Finance Director, North America at Media IQ Digital North America, Inc. (MiQ) and from 2017-2018 as Senior Partner, Finance Director at media agency m/Six. Prior to m/Six he served in various senior finance and chief financial officer roles in the industry including serving as chief financial officer at MediaLets, Inc. from 2015-2018 before it was integrated into GroupM. Mr. Garcia received his M.B.A. from Fordham University and his B.S. in Psychology from Queens College.

 

There is no arrangement or understanding between Mr. Garcia and any other person pursuant to which Mr. Garcia was appointed as Chief Financial Officer. There are no family relationships between Mr. Garcia and any of the Company’s directors, executive officers or persons nominated or chosen by the Company to become a director or executive officer. Mr. Garcia has not engaged in any related-person transactions required to be disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

 

Item 7.01 Regulation FD Disclosure

 

On November 7, 2024, the Company issued a press release announcing Mr. Garcia’s appointment as Chief Financial Officer of the Company. A copy of that press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

 

Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.

 

The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

 

 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits.

 

The following exhibits are filed herewith:

 

Exhibit Number		Description of Exhibit
99.1		Press Release, dated November 7, 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.

 

Dated: November 7, 2024

 

	COLLECTIVE AUDIENCE, INC.
	By:	/s/ Peter Bordes
		Name: Peter Bordes
		Title: Chief Executive Officer

 

 

 

 

 

 

Exhibit 99.1

 

 

 

Collective Audience Appoints AdTech Veteran, Gerald Garcia, as CFO

 

New York, NY, November 7, 2024 – Collective Audience, Inc. (OTCQB: CAUD), a leading innovator of audience-based performance advertising and media for the open web, has appointed Gerald (Gerry) Garcia as chief financial officer.

 

 

Garcia succeeds Christopher Andrews, who has transitioned from CFO and his position as COO to serve on the company’s Advisor Collective board, a strategic advisory community focused on advancing the transformation of the AdTech, MarTech and digital media industry.

 

Garcia brings to Collective Audience more than 20 years of executive experience in the media and AdTech industries. He has led the finance teams for top agencies that include WPP, Publicis, and Havas, as well as for several start-ups and acquisitions.

 

He previously served as CFO of Channel Factory, a global technology and data platform that maximizes performance efficiency and contextual suitability. He earlier managed the U.S. finance team at Media IQ Digital North America, a programmatic media partner for marketers and agencies.

 

Highly experienced in leading growth companies and serving public companies at Big 4 accounting firms, Garcia brings to Collective Audience a successful track record in building organizations, developing corporate culture, and establishing processes and structure that drives topline growth and bottom-line expansion.

 

“As a consultant to Collective Audience, Gerry has already been serving as an outstanding member of our finance team and has demonstrated that he embodies the valuable aspects of our culture and core values,” stated Collective Audience CEO, Peter Bordes. “His extensive global finance experience in digital advertising has been instrumental in the integration of our recent acquisitions and especially in helping establish a collective roadmap and financial model that supports rapid growth and profitability.”

 

“Gerry’s appointment also represents another important step in our corporate development roadmap,” continued Bordes, “which includes integrating and optimizing our global teams, technology, products and brands in preparation for organic and acquisitive growth in 2025.”

 

Garcia commented: “I am excited to step into this role at such a pivot stage in the company’s growth and development, particularly after its two major transformative acquisitions and the formation of key strategic partnerships. I see the addition of the DSL Digital team and their Copycraft AI technology having have a multiplier effect on our growth trajectory and market expansion—especially in combination with our recently acquired BeOp which is now powering our global AudienceCloud infrastructure for advertising on the open web.”

 

Garcia earned his Bachelor of Science degree from Queens College and MBA in Finance and Accounting from Fordham University.

 

The company plans to eventually appoint a new chief operating officer from within or from the management of a potential future acquisition.

 

“We would like to thank Chris for his tremendous contributions over the past year as we transitioned through our de-SPAC and completed key acquisitions,” added Bordes. “We’re looking forward to his continued contributions as a valued member of Advisor Collective and helping us take Collective Audience to the next level.”

 

 

 

 

About Collective Audience

 

Collective Audience provides an innovative audience-based performance advertising and media platform for brands, agencies and publishers. The company has introduced a new open, interconnected, data driven, digital advertising and media ecosystem for the open web that eliminates many inefficiencies in the digital ad buyer and seller process for brands, agencies and publishers. It delivers long sought-after visibility, complementary technology, and unique audience data that drives focus on performance, brand reach, traffic and transactions.

 

For the AdTech providers and media buyers who come onto Collective Audience’s platform, they will be able to leverage audience data as a new asset class, powered by AI as an intelligence layer to guide decision making.

 

To learn more, visit collectiveaudience.co.

 

Important Cautions Regarding Forward-Looking Statements

 

This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this press release, regarding the company’s future financial performance, as well as the company’s strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the management of Collective Audience and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Collective Audience. Potential risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; unanticipated conditions that could adversely affect the company; the overall level of consumer demand for Collective Audience’s or DSL Digital’s products/services; general economic conditions and other factors affecting consumer confidence, preferences, and behavior; disruption and volatility in the global currency, capital, and credit markets; the financial strength of Collective Audience’s and DSL Digital’s customers; Collective Audience’s and DSL’s ability to implement their business strategy; the ability to successfully integrate DSL Digital into Collective Audience’s operations; changes in governmental regulation, Collective Audience’s exposure to litigation claims and other loss contingencies; disruptions and other impacts to Collective Audience’s business, as a result of the COVID-19 pandemic and government actions and restrictive measures implemented in response; Collective Audience’s ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, Collective Audience’s information systems; changes in tax laws and liabilities, legal, regulatory, political and economic risks. More information on potential factors that could affect Collective Audience’s financial results is included from time to time in Collective Audience’s public reports filed with the SEC. If any of these risks materialize or Collective Audience’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Collective Audience presently knows, or that Collective Audience currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Collective Audience’s expectations, plans or forecasts of future events and views as of the date of this press release. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. Collective Audience anticipates that subsequent events and developments will cause their assessments to change. However, while Collective Audience may elect to update these forward-looking statements at some point in the future, Collective Audience specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing Collective Audience’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

Company Contact:

Peter Bordes, CEO
Collective Audience, Inc.
Email contact

 

Investor Contact:
Ron Both or Grant Stude

CMA Investor & Media Relations
Tel (949) 432-7566
Email contact

 

 

 

v3.24.3

Cover	Nov. 01, 2024
Cover [Abstract]
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Entity Tax Identification Number	86-2861807
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	85 Broad Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
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