false
0002076163
0002076163
2026-10-14
2026-10-14
0002076163
SVIA:CommonStockParValue0.001PerShareMember
2026-10-14
2026-10-14
0002076163
SVIA:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember
2026-10-14
2026-10-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 14, 2026
SILVIA,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-42995 |
|
39-2767031 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification
No.) |
600 Lexington Avenue, Floor 2
New York, New York
(Address of principal executive offices)
10022
(Zip code)
(305)
938-0912
(Registrant’s
telephone number, including area code)
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 |
| |
|
|
|
|
| Common
Stock, par value $0.001 per share |
|
SVIA |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Redeemable
warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share |
|
SVIAW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
October 14, 2026, the Board of Directors (the “Board”) of Silvia, Inc., a Delaware corporation (the
“Company”), and each of Kyle Wood, the Company’s Chief Legal Officer and Secretary, Megan Pacchia, the
Company’s Chief Operating Officer, and Renae Cormier, the Company’s Chief Financial Officer, mutually agreed that each
such officer will separate from the Company. The effective date of each such separation (each, a “Separation
Date”) will be determined in accordance with the separation agreements entered into with each officer, as further
described below. In connection with such separations, each of Mr. Wood, Ms. Pacchia and Ms. Cormier will cease to serve in all
positions held with the Company and its subsidiaries as of his or her applicable Separation Date.
Each
of Mr. Wood, Ms. Pacchia and Ms. Cormier is party to an employment agreement with the Company, copies of which were filed as Exhibits
10.24, 10.25 and 10.27, respectively, to Amendment No. 1 to the Registration Statement on Form S-4 filed by the Company on October 20,
2025.
In
connection with Mr. Wood’s separation, the Company and Mr. Wood entered into a Mutual Separation Agreement and General Release,
dated October 20, 2026, setting forth a Separation Date of no later than October 21, 2026 (the “Wood Separation Agreement”).
Pursuant to the Wood Separation Agreement, subject to Mr. Wood’s execution of a general release of claims in favor of the Company,
Mr. Wood will receive: (i) severance pay in an aggregate amount of $500,000, to be paid in equal monthly installments over six (6) months;
(ii) 258,317 fully vested shares under the ProCap Financial, Inc. 2025 Equity Incentive Plan (the “Plan”), subject to timely
execution of an award agreement and approval of the Board; and (iii) continued eligibility for coverage under the Company’s current
group health insurance plans (medical, dental and vision, as applicable) for six (6) months following his Separation Date or, if earlier,
until he becomes eligible for coverage under another employer’s group health plan.
In
connection with Ms. Pacchia’s separation, the Company and Ms. Pacchia entered into a Mutual Separation Agreement and General Release,
dated October 20, 2026, setting forth a Separation Date of no later than October 21, 2026 (the “Pacchia Separation Agreement”).
Pursuant to the Pacchia Separation Agreement, subject to Ms. Pacchia’s execution of a general release of claims in favor of the
Company, Ms. Pacchia will receive: (i) severance pay in an aggregate amount of $500,000, to be paid in equal monthly installments over
six (6) months; (ii) 366,392 fully vested shares under the Plan, subject to timely execution of an award agreement and approval of the
Board; and (iii) continued eligibility for coverage under the Company’s current group health insurance plans (medical, dental and
vision, as applicable) for six (6) months following her Separation Date or, if earlier, until she becomes eligible for coverage under
another employer’s group health plan.
In
connection with Ms. Cormier’s separation, the Company and Ms. Cormier entered into a Mutual Separation Agreement and General Release,
dated October 20, 2026, setting forth a Separation Date of no later than October 21, 2026 (the “Cormier Separation Agreement”).
Pursuant to the Cormier Separation Agreement, subject to Ms. Cormier’s execution of a general release of claims in favor of the
Company, Ms. Cormier will receive: (i) severance pay in an aggregate amount of $500,000, to be paid in equal monthly installments over
six (6) months; (ii) 194,495 fully vested shares under the Plan, subject to timely execution of an award agreement and approval of the
Board; and (iii) continued eligibility for coverage under the Company’s current group health insurance plans (medical, dental and
vision, as applicable) for six (6) months following her Separation Date or, if earlier, until she becomes eligible for coverage under
another employer’s group health plan.
The
foregoing summaries of the Wood Separation Agreement, Pacchia Separation Agreement, and Cormier Separation Agreement do not purport to
be complete and are qualified in their entirety by reference to the full text of each separation agreement, copies of which are filed
as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
On
October 20, 2026, the Board appointed Catalina Abbey to serve as the Company’s interim Chief Financial Officer, effective as of
Ms. Cormier’s Separation Date. Ms. Abbey is expected to serve in this interim capacity until a successor Chief Financial Officer
is duly elected or appointed by the Board, or until her earlier resignation or removal.
In
connection with Ms. Abbey’s appointment, the Company and Ms. Abbey entered into an employment agreement, dated October 20, 2026
(the “Abbey Employment Agreement”). Pursuant to the Abbey Employment Agreement, Ms. Abbey will receive an annual base
salary of $200,000 and will be eligible to receive annual grants of time-based restricted stock units under the Plan with a grant date
fair value (as determined by the Board or its compensation committee) of $200,000 per year, subject to her continued employment with
the Company through the applicable grant date. Any such awards will vest in equal quarterly installments over the twelve (12) month period
following the applicable grant date, subject to Ms. Abbey’s continuous employment with the Company and good standing through each
applicable vesting date.
The
foregoing description of the Abbey Employment Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Abbey Employment Agreement, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is
incorporated herein by reference.
Ms.
Abbey, age 45, has served as Chief Financial Officer of ProCap Acquisition Corp, a special purpose acquisition company and an affiliate
of the Company, since February 2025, and as Chief Financial Officer of APFO Inc. - Family Office and Professional Capital Management,
an investment firm, since October 2022. Previously, Ms. Abbey served as Director of Finance at Grant Cardone Enterprises from October
2020 to October 2022, and as a Director at Invoke LLC from February 2019 to October 2022. Earlier in her career, she served as Senior
Vice President of Finance for the U.S. and Europe at VVIG, Inc. from May 2015 to May 2019 and as Financial Executive for the U.S. and
Latin America at Envirotek Realty Group from August 2013 to May 2015. Ms. Abbey holds a Master of Business Administration, a Master of
Accounting and a Bachelor of Business Administration, is a Certified Management Accountant (CMA) and Certified in Strategy and Competitive
Analysis (CSCA) and has passed the Series 65 Uniform Investment Adviser Law Examination.
There
are no arrangements or understandings between Ms. Abbey and any other person pursuant to which Ms. Abbey was appointed as interim Chief
Financial Officer. There are no family relationships between Ms. Abbey and any director, executive officer or any other person nominated
or chosen by the Company to become a director or executive officer. There are no related person transactions within the meaning of Item
404(a) of Regulation S-K between Ms. Abbey and the Company.
On
October 20, 2026, the Board appointed Caroline Hennigar to serve as the Company’s Chief Operating Officer (principal operating
officer), effective as of Ms. Pacchia’s Separation Date.
In
connection with Ms. Hennigar’s appointment, the Company and Ms. Hennigar entered into an employment agreement, dated October 20,
2026 (the “Hennigar Employment Agreement”). Pursuant to the Hennigar Employment Agreement, Ms. Hennigar will receive
an annual base salary of $250,000 and will be eligible to receive annual grants of time-based restricted stock units under the Plan with
a grant date fair value (as determined by the Board or its compensation committee) of $150,000 per year, subject to her continued employment
with the Company through the applicable grant date. Any such awards will vest in equal quarterly installments over the twelve (12) month
period following the applicable grant date, subject to Ms. Hennigar’s continuous employment with the Company and good standing
through each applicable vesting date.
The
foregoing description of the Hennigar Employment Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Hennigar Employment Agreement, a copy of which is filed as Exhibit 10.5 to this Current Report on Form 8-K and
is incorporated herein by reference.
Ms.
Hennigar, age 35, has served as Managing Director at Professional Capital Management, an investment management firm, since June 2025,
where she oversees strategic initiatives, partnerships and special projects and supports special purpose acquisition company and capital
markets transactions. Since 2021, Ms. Hennigar has worked alongside Mr. Pompliano across businesses in investment management, media and
events. She also co-founded Polymer, an events business that produces major investor conferences. Previously, Ms. Hennigar served as
Senior Director of Marketing at Condé Nast, where she led marketing strategy for major enterprise accounts across publications
including Vogue, GQ and Allure. Earlier in her career, she held brand strategy positions at Ogilvy & Mather and Erwin Penland, where
she worked on national campaigns for global brands. Ms. Hennigar holds a Bachelor of Arts in Psychology from Emory University.
There
are no arrangements or understandings between Ms. Hennigar and any other person pursuant to which Ms. Hennigar was appointed as Chief
Operating Officer. There are no family relationships between Ms. Hennigar and any director, executive officer or any other person nominated
or chosen by the Company to become a director or executive officer. There are no related person transactions within the meaning of Item
404(a) of Regulation S-K between Ms. Hennigar and the Company.
Item
7.01 Regulation FD Disclosure.
On
October 20, 2026, the Company issued a press release announcing a cost-cutting initiative that is expected to result in more than $10
million in savings to the Company. The press release details that the initiative includes personnel cuts and the addition of executive
team members, including those identified in this Current Report on Form 8-K.
A
copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
information in this Item 7.01, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Mutual Separation Agreement and General Release, dated October 20, 2026, by and between Silvia, Inc. and Kyle Wood. |
| 10.2 |
|
Mutual Separation Agreement and General Release, dated October 20, 2026, by and between Silvia, Inc. and Megan Pacchia. |
| 10.3 |
|
Mutual Separation Agreement and General Release, dated October 20, 2026, by and between Silvia, Inc. and Renae Cormier. |
| 10.4 |
|
Employment Agreement, dated October 20, 2026, by and between Silvia, Inc. and Catalina Abbey. |
| 10.5 |
|
Employment Agreement, dated October 20, 2026, by and between Silvia, Inc. and Caroline Hennigar. |
| 99.1 |
|
Press Release of Silvia, Inc.,
dated October 20, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| |
SILVIA,
INC. |
| |
|
| Date:
October 20, 2026 |
By: |
/s/
Anthony Pompliano |
| |
Name:
|
Anthony
Pompliano |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
Silvia,
Inc. Announces Aggressive Cost-Cutting Initiative Expected to Deliver More Than $10 Million in Savings
NEW
YORK, October 20, 2026 — Silvia, Inc. (Nasdaq: SVIA) (“Silvia” or the “Company”), the first publicly
traded agentic finance firm, today announced that it has completed an aggressive company-wide cost-cutting exercise expected to generate
more than $10 million in annualized cost savings.
The
initiative, undertaken as part of the Company’s ongoing focus on operational efficiency and long-term value creation, includes
targeted reductions in compensation and operating expenses while preserving the resources necessary to advance Silvia’s AI-powered
platform and serve its growing base of independent investors.
The
anticipated savings are attributable to a significant reduction in compute and personnel-related expenses, the renegotiation of key vendor
contracts, and the addition of highly capable executive team members who deliver strong leadership at a more efficient cost structure.
“We
are building Silvia for the long term,” said Anthony Pompliano, Chairman and Chief Executive Officer of Silvia. “This cost
discipline strengthens our foundation as a leading AI research lab for personal finance, while improving our path to profitability and
ensuring we can continue investing in the product and technology that help independent investors make money.”
The
Company expects the identified savings to begin contributing in the current fiscal year, with the full annualized run-rate benefit realized
thereafter. Management intends to provide additional details on the impact of these actions in connection with its next regularly scheduled
financial update.
About
Silvia
Silvia,
Inc., formerly ProCap Financial, Inc., is the first publicly traded agentic finance firm. The Company’s mission is to help independent
investors make money. Founded in 2025, the Company raised more than $750 million from leading investors and is traded on Nasdaq under
the symbol SVIA. Visit the Company’s website for more information.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including
statements regarding the Company’s website transition and the Company’s strategy. These statements are based on current expectations
and are subject to various risks and uncertainties that could cause actual results to differ materially, including those described under
“Risk Factors” in the Company’s most recent SEC filings. We caution readers not to place undue reliance on forward-looking
statements, which reflect our views only as of the date of this release. We undertake no obligation to update such statements, except
as required by law.
MEDIA
CONTACT
press@cfosilvia.com
INVESTOR
CONTACT
Investors@cfosilvia.com
