Note 15 - Subsequent Events |
3 Months Ended |
---|---|
Apr. 30, 2025 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] |
(15) Subsequent Events
Effective as of May 15, 2025, John Frederick was appointed as Skillsoft’s Chief Financial Officer (“CFO”). For additional information, refer to Mr. Frederick’s Offer Letter, a copy of which has been included in this Form 10-Q as Exhibit 10.1. Rich Walker ceased to serve as Skillsoft’s CFO effective as of May 15, 2025, and entered into a transition and separation agreement with Skillsoft (the “Walker Separation Agreement”), pursuant to which Mr. Walker is expected to serve as an Advisor to us until July 4, 2025. A copy of the Walker Separation Agreement has been included in this Form 10-Q as Exhibit 10.2.
Pursuant to the terms of Ronald W. Hovsepian’s letter agreement with Skillsoft to act as our Executive Chair and Chief Executive Officer (the “CEO Employment Agreement”), Mr. Hovsepian was granted a performance-based award which is eligible to be earned based on our 30-consecutive trading day volume-weighted average trading stock price (“30-day VWAP”) prior to specified dates. During the second quarter of fiscal 2026, in accordance with the terms of the CEO Employment Agreement, the Board of Directors certified the achievement of the first 30-day VWAP hurdle for a total award of $6,000,000. The award is divided into two, equal 50% tranches, each valued at $3.0 million. The first 50% of the award was settled in shares during the second quarter of fiscal 2026. The second 50% of the award will be settled after the required service period.
In addition to the above, we have completed an evaluation of all subsequent events after the balance sheet date of April 30, 2025 through the date this Form 10-Q was filed with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of April 30, 2025, and events which occurred subsequently but were not recognized in the financial statements. We have concluded that no subsequent events have occurred that require disclosure, except as disclosed within these financial statements.
|