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)
(Exact Name of Company as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices and zip code)
(212 ) 356-9500
(Company’s telephone number, including area code)
(Former name or former address, if changed from last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 (see General Instruction A.2. below):
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 o
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Forward-Looking Statements
Statements in NewtekOne, Inc.’s (“NewtekOne” or the “Company”) Current Report on Form 8-K (including the exhibit) contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and beliefs and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. See “Note Regarding Forward-Looking Statements” and the sections entitled “Risk Factors” in the Company's filings with the Securities and Exchange Commission which are available on NewtekOne's website (https://investor.newtekbusinessservices.com/sec-filings) and on the Securities and Exchange Commission’s website (www.sec.gov). Any forward-looking statements made by or on behalf of NewtekOne speak only as to the date they are made, and NewtekOne does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 30, 2024, the Board of Directors (the “Board”) of NewtekOne, Inc. (the “Company”) increased the number of directors constituting the entire Board from seven to eight, and elected Craig “CJ” Brunet to serve as a Class III director of the Company, which term will expire at the Company’s Annual Meeting of Shareholders in 2026, and to hold such position until his successor is elected and shall qualify.
Mr. Brunet has over 50 years of experience in the information technology and financial services sectors with specific focus in strategic planning, mergers and acquisitions, Software as a Service (SaaS), patent commercialization, cyber security, compliance, and risk management. Mr. Brunet is currently the President and Chief Operating Officer at Advanced Cyber Security Corp, a strategic cyber security corporation focused on preventative, patented encryption technologies and applications. Mr. Brunet is also the founder and managing partner at Cyber Labs International, a global strategic technology consulting firm with specific expertise in cyber security. In addition, from January 2001 through December 2015, Mr. Brunet served as the Company’s Executive Vice President, CIO, CTO and CISO. Mr. Brunet has executive and board member experience in many sectors, including financial services, Cloud Computing, Managed Services and IT security.
Mr. Brunet is an “Independent Director” as defined by Nasdaq Stock Market corporate governance listing standards and will receive director fees consistent with the director compensation arrangement as described in the Company’s definitive proxy statement filed with the SEC on April 29, 2024, and incorporated by reference into this Item 5.02. It is expected that Mr. Brunet will be appointed as the chair of a to be formed Technology Steering Committee of the Board and will serve on the Compensation, Corporate Governance and Nominating Committee of the Board.
The Company issued a press release on October 31, 2024, to announce the addition of Mr. Brunet to the Board, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |||||||
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NEWTEKONE, INC. | ||||||||
| Date: October 31, 2024 | By: | /S/ BARRY SLOANE | ||||||
| Barry Sloane | ||||||||
| Chief Executive Officer, President and Chairman of the Board | ||||||||
1 NewtekOne, Inc. Announces Appointment of a New Independent Director . Boca Raton, FL October 31, 2024 - NewtekOne, Inc. (NASDAQ: NEWT) announced today the appointment of Craig “CJ” Brunet as a member of the boards of directors of NewtekOne, Inc. and Newtek Bank N.A. Mr. Brunet’s career spans over 50 years with his experience rooted in the information technology and financial services sectors with specific focus in strategic planning, mergers and acquisitions, Software as a Service (SaaS), patent commercialization, cyber security, compliance, and risk management. He is currently the President and Chief Operating Officer at Advanced Cyber Security Corp, a strategic cyber security corporation focused on preventative, patented encryption technologies and applications. He is also the founder and managing partner at Cyber Labs International, a global strategic technology consulting firm with specific expertise in cyber security, patent analysis, preparation, filing, valuation, acquisition, and commercialization. Mr. Brunet also spent fourteen years as the Company’s Executive Vice President, CIO, CTO and CISO, where he was responsible for enterprise technology strategy, technical software and hardware decisions, application development, implementation, management, and security for all divisions. Earlier in his career, Mr. Brunet was a Senior Vice President at Entergy Corp. and Director - Strategic Planning and Special Bids at AT&T. Mr. Brunet has executive and board member experience in each of the following service sectors: financial services - banking and lending, receivables financing and credit card processing, payroll processing, and insurance technical services - Cloud Computing, Managed Services, security, and compliance. CJ was a sergeant in the U.S. Army, First Air Calvary Vietnam War veteran.
2 Barry Sloane, President, Chairman and CEO said, “The addition of CJ Brunet to our boards of directors demonstrates our commitment to consistently add value to the Company by continuing to manage our growth with an emphasis on risk management. Mr. Brunet has extensive experience in the areas of cyber security, information technology, compliance, and risk management. Previously, Mr. Brunet spent 14 years within the NewtekOne ecosystem and held titles of CIO, CTO, and President/COO of Newtek Technology Solutions. Given his experience and background, we believe that Mr. Brunet makes the perfect addition to our already strong and experienced boards of directors. Moreover, it is anticipated that Mr. Brunet will serve as the chair of a to-be-formed Technology Steering Committee and the Compensation, Corporate Governance and Nominating Committees.” About NewtekOne, Inc. NewtekOne®, Your Business Solutions Company®, is a financial holding company, which along with its bank and non-bank consolidated subsidiaries (collectively, “NewtekOne”), provides a wide range of business and financial solutions under the Newtek® brand to independent business owners. Since 1999, NewtekOne has provided state-of-the-art, cost-efficient products and services and efficient business strategies to independent business owners across all 50 states to help them grow their sales, control their expenses, and reduce their risk. NewtekOne’s and its subsidiaries’ business and financial solutions include: banking (Newtek Bank, N.A.), Business Lending, SBA Lending Solutions, Electronic Payment Processing, Technology Solutions (Cloud Computing, Data Backup, Storage and Retrieval, IT Consulting), eCommerce, Accounts Receivable Financing & Inventory Financing, Insurance Solutions, Web Services, and Payroll and Benefits Solutions. Newtek®, NewtekOne®, Newtek Bank®, National Association, Your Business Solutions Company®, One Solution for All Your Business Needs® and Newtek Advantage are registered trademarks of NewtekOne, Inc.
3 Note Regarding Forward-Looking Statements Certain statements in this press release are “forward-looking statements” within the meaning of the rules and regulations of the Private Securities Litigation and Reform Act of 1995 are based on the current beliefs and expectations of NewtekOne's management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. See “Note Regarding Forward-Looking Statements” and the sections entitled “Risk Factors” in our filings with the Securities and Exchange Commission which are available on NewtekOne's website (https://investor.newtekbusinessservices.com/sec-filings) and on the Securities and Exchange Commission’s website (www.sec.gov). Any forward-looking statements made by or on behalf of NewtekOne speak only as to the date they are made, and NewtekOne does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made. SOURCE: NewtekOne, Inc. Investor Relations & Public Relations Contact: Jayne Cavuoto Telephone: (212) 273-8179 / jcavuoto@newtekone.com