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): August 22, 2024

ILEARNINGENGINES, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40129		85-3961600
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6701 Democracy Blvd., Suite 300, Bethesda, Maryland		20817
(Address of principal executive offices)		(Zip Code)

(650) 248-9874

(Registrant’s telephone number, including area code)

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):

☐	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 $0.0001 per share

AILE

Nasdaq Capital Market

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share

AILEW

Nasdaq Capital Market

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 ☒

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.

Salary Increases and FY 2024 Target Bonuses

On August 22, 2024, the Compensation Committee (the “Compensation Committee”) of the Board (the “Board”) of iLearningEngines, Inc. (the “Company”) (i) approved the following base salary increases, effective as of August 22, 2024 and (ii) approved target bonuses for the following executive officers, effective for the fiscal year ending December 31, 2024 (“FY 2024”).

Name	Position	Previous Annual Salary		New Annual Base Salary		Target Bonus for FY 2024
S. Farhan Naqvi	Chief Financial Officer and Treasurer	$	300,000	$	450,000	$	159,836
Balakrishnan Arackal	President and Chief Business Officer	$	350,000	$	500,000	$	177,596
David Samuels	Chief Legal Officer, Executive Vice President - Corporate Affairs and Secretary	$	350,000	$	450,000	$	159,836
Ramakrishnan Parameswaran	Senior Vice President - Technology and Products	$	100,000	$	200,000	$	53,279

In each case, the target incentive bonus can be paid in cash or equity at the discretion of the Board. For FY 2024, the performance goals applicable to the target bonuses are based on the Company achieving certain targets based on the Company’s full year revenue and Adjusted EBITDA (earnings before interest, income taxes, depreciation, amortization, and stock-based compensation) for FY 2024.

One-Time Cash Bonuses

In addition, on August 22, 2024, the Compensation Committee approved a one-time cash bonus, less any applicable income tax withholding and employment taxes, to the following executive officers.

Name	Position	One-Time Bonus Payment
S. Farhan Naqvi	Chief Financial Officer and Treasurer	$	50,000
Balakrishnan Arackal	President and Chief Business Officer	$	58,000
David Samuels	Chief Legal Officer, Executive Vice President - Corporate Affairs and Secretary	$	33,000
Ramakrishnan Parameswaran	Senior Vice President - Technology and Products	$	33,000

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.

	ILEARNINGENGINES, INC.

Date: August 28, 2024	By:	/s/ Harish Chidambaran
		Name:	Harish Chidambaran
		Title:	Chief Executive Officer

iLearningEngines Inc. filed SEC Form 8-K: Leadership Update