UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~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~~Report (Date of earliest event reported): ~~November~~ 21February 3, ~~2024~~2025

Innovid Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-40048		87-3769599
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

30116 ~~Irving~~E ~~Place,~~16 ~~12th~~Street ~~Floor~~

New York, NY 10003

(Address of principal executive offices) (Zip Code)

(212) 966-7555

(Registrant’s telephone number, ~~include~~ 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:

☐ 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))

☐	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	CTV	New York Stock Exchange
Warrants to purchase one share of common stock, each at an exercise price of $11.50 per share	CTVWS	New York Stock Exchange

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 1.01. Entry into a Material Definitive Agreement.

On November 21, 2024, Innovid Corp., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Mediaocean LLC, a Delaware limited liability company (“Parent”), and Ignite Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”, and together with Parent, the “Buyer Parties”), providing for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the “Merger”). Capitalized terms used herein but not otherwise defined have the meaning set forth in the Merger Agreement.

The board of directors of the Company (the “Company Board”) has unanimously (i) determined that the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of the Company and the holders of shares (the “Company Stockholders”) of the Company’s common stock, par value $0.0001 per share (“Company Common Stock”); (ii) approved the Merger Agreement and the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the transactions contemplated by the Merger Agreement upon the terms and subject to the conditions set forth therein; (iii) resolved to submit the Merger Agreement to the Company Stockholders for consideration at a special meeting of the Company Stockholders; and (iv) subject to its covenants with respect to its recommendation to the Company Stockholders, resolved to recommend that the Company Stockholders adopt this Agreement at such special meeting.

At the effective time of the Merger (the “Effective Time”):

(i) each share of Company Common Stock that is outstanding as of immediately prior to the Effective Time (other than Owned Company Shares or Dissenting Company Shares) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $3.15, without interest thereon (the “Per Share Price”); and

(ii) each share of Company Common Stock that is (a) held by a subsidiary of the Company, (b) owned by Parent, Merger Sub or any of their direct or indirect wholly owned subsidiaries as of immediately prior to the Effective Time, or (c) contributed to OceanKey TopCo LP (“TopCo”) pursuant to the Contribution and Exchange Agreement (as defined below) will automatically be cancelled and extinguished without any conversion thereof or consideration paid therefor.

In addition, pursuant to the Merger Agreement, at the Effective Time:

(i) a number of unvested restricted stock unit awards granted under any Company Equity Plan (the “Company RSUs”) generally not to exceed 7,164,386 Company RSUs (as such number may be adjusted in accordance with the terms of the Merger Agreement), shall be accelerated and fully vest immediately prior to the Effective Time and such Company RSUs (together with any other Company RSUs that have previously vested but not yet been), will be cancelled, and will convert into the right to receive a lump sum cash payment, without interest and net of applicable withholdings, equal to the product of (a) the Per Share Price multiplied by (b) the number of shares of Company Common Stock subject to such award of Company RSUs (the “Company RSU Consideration”), and (ii) all remaining Company RSUs that are outstanding but unvested as of the Effective Time, including any such Company RSUs that do not become vested as a result of the Merger, will be cancelled in exchange for restricted stock units (the “TopCo RSUs”) in TopCo with substantially similar terms as those terms applicable immediately prior to the Effective Time to such Company RSUs (provided that Parent may provide opportunities to the holders of the OceanKey RSUs to defer taxation of vested OceanKey RSUs beyond the applicable vesting dates to the extent practicable and subject to compliance with all applicable local Laws and provided further that certain TopCo RSUs may be fully vested upon issuance at the Effective Time) in accordance with the terms of the Merger Agreement; and

(ii) each outstanding option to purchase shares of Company Common Stock (each, a “Company Option”), whether vested or unvested, that is outstanding immediately prior to the Effective Time will be fully vested and cancelled in exchange for the Per Share Price (over the applicable exercise price per share of Company common stock subject to such Company Option) in respect of the number of shares of Company Common Stock subject to such Company Option.

Holders of Dissenting Company Shares will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL.

Any Company Warrants that are issued and outstanding as of immediately prior to the Effective Time will be treated in accordance with its terms.

At the Effective Time, the Innovid Corp. 2021 Employee Stock Purchase Plan will be terminated.

If the Merger is consummated, the Company Common Stock and the Company’s warrants which trade on The New York Stock Exchange will be de-listed from The New York Stock Exchange as promptly as practicable following the Effective Time and de-registered under the Securities Exchange Act of 1934, as amended, as promptly as practicable after such delisting.

Conditions to the Merger

Consummation of the Merger is subject to certain conditions set forth in the Merger Agreement, including, but not limited to: (i) the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote in accordance with the DGCL to adopt the Merger Agreement (the “Requisite Stockholder Approval”); (ii) the expiration or termination of any waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in the case of the conditions to the obligations of Parent and Merger Sub, without the imposition of a Burdensome Condition (as defined below); (iii) the accuracy of the Company’s and Parent’s representations and warranties contained in the Merger Agreement, subject to specified materiality qualifications; (iv) the Company’s and Parent’s compliance with their respective covenants; (v) the absence of (a) any injunction or order preventing the consummation of the Merger and (b) any law that prohibits the consummation of the Merger; and (vi) the absence of a Company Material Adverse Effect.

Efforts Covenants

The parties to the Merger Agreement have agreed to use their respective reasonable best efforts to take all actions, do all things and assist and cooperate with each other to consummate and make effective, as promptly as practicable, the transactions contemplated by the Merger Agreement, including by using reasonable best efforts to cause the conditions to the Merger to be satisfied. The parties have further agreed to use their respective reasonable best efforts to take all actions necessary to avoid or eliminate impediments, obtain all consents and make all filings under applicable antitrust laws that may be required to enable the parties to the Merger Agreement to consummate the transactions contemplated by the Merger Agreement as promptly as practicable. However, in no event are Parent, Merger Sub or their affiliates required to take, and the Company shall not take without the prior written consent of Parent, any actions required by any Governmental Authority in connection with obtaining approval for the Merger under antitrust laws that would be material to the business, operations or financial condition of the combined business of Parent, the Company and their respective subsidiaries, taken as a whole after giving effect to the transactions contemplated by the Merger Agreement (collectively, a “Burdensome Condition”).

No-Shop Period

From the date of execution of the Merger Agreement (the “No-Shop Period Start Date”) until the earlier to occur of the termination of the Merger Agreement and the Effective Time, the Company will be subject to customary “no-shop” restrictions on its ability to solicit alternative Acquisition Proposals from third parties and to provide information to, and participate and engage in discussions or negotiations with, third parties regarding any alternative Acquisition Proposals, subject to a customary “fiduciary out” provision that allows the Company, under certain specified circumstances, to provide information to, and participate or engage in discussions or negotiations with and afford access to, third parties with respect to an Acquisition Proposal if the Company Board determines in good faith (after consultation with its financial advisor and outside legal counsel) that such alternative Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal, and the failure to take such actions would be inconsistent with its fiduciary duties pursuant to applicable law.

Recommendation Change

Prior to obtaining the Requisite Stockholder Approval, the Company Board may, in certain circumstances, effect a Recommendation Change (as defined in the Merger Agreement) in response to an Intervening Event (as defined in the Merger Agreement) or with respect to a Superior Proposal, subject to complying with specified notice requirements to Parent and other conditions set forth in the Merger Agreement.

Termination and Fees

The Merger Agreement contains customary termination rights for each of the Company and Parent, including: (i) subject to certain limitations, if the consummation of the Merger has not occurred by 11:59 p.m., Eastern time, on the date that is six months from the date of the Merger Agreement (such date, as may be extended, the “Termination Date”), subject to an automatic extension to the date that is nine months from the date of the Merger Agreement if on such date all of the conditions to closing have been satisfied or waived, except those relating to regulatory approvals, and subject to further automatic extension to the date that is twelve months from the date of the Merger Agreement if on such date all of the conditions to closing have been satisfied or waived, except those relating to regulatory approvals and a Second Request (as defined in the Merger Agreement) has been received with respect to the Merger; (ii) in the event any legal restraint on the consummation of the Merger has become final and non-appealable or any law has been enacted that prohibits the consummation of the Merger (such final legal restraint or law, a “Legal Restraint”); (iii) if the Company fails to obtain the Requisite Stockholder Approval at the special meeting (or any adjournment or postponement thereof) at which a vote is taken on the adoption of the Merger Agreement (such failure, a “Stockholder Vote Failure”); or (iv) by the mutual written agreement of Parent and the Company.

The Company may terminate the Merger Agreement, (i) subject to certain requirements, in order to enter into a definitive agreement to consummate a transaction that the Company Board has determined is a Superior Proposal; (ii) if Parent breaches or fails to perform or if there is any inaccuracy of any of Parent’s or Merger Sub’s respective representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach, failure to perform or inaccuracy would result in a failure of a condition to the Company’s obligations to consummate the Merger, subject to certain cure periods and limitations (such breach, failure to perform or inaccuracy, a “Parent Material Breach”); or (iii) if all the conditions to Parent’s obligations to consummate the Merger are satisfied and Parent fails to timely consummate the Closing after certain notice has been provided to Parent (such failure, a “Parent Financing Failure”).

Parent may terminate the Merger Agreement if (i) the Company Board has effected a Recommendation Change or (ii) if the Company breaches or fails to perform or if there is any inaccuracy of any of the Company’s representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach, failure to perform or inaccuracy would result in a failure of a condition to Parent’s and Merger Sub’s obligations to consummate the Merger, subject to certain cure periods and limitations (such breach, failure to perform or inaccuracy, a “Company Material Breach”).

The Company is required to pay Parent a termination fee of $17,000,000 in cash upon termination of the Merger Agreement under specified circumstances, including, among others, if the Merger Agreement is validly terminated:

● (i) (x) due to a Stockholder Vote Failure or (y) due to the failure of the Closing to have occurred prior to the Termination Date or a Company Material Breach, in the case of clause (y) at a time when the Requisite Stockholder Approval has not been obtained, (ii) following the execution and delivery of the Merger Agreement, an acquisition proposal was made to the Company or publicly and such acquisition proposal is not withdrawn prior to the termination of the Merger Agreement, and (iii) the Company enters into a definitive agreement for, or consummates, an acquisition transaction within 12 months following the termination of the Merger Agreement;

● by Parent or the Company due to a Stockholder Vote Failure at any time when the Company’s material breach of its non-solicitation covenants would have resulted in Company Material Breach;

● by Parent following a Recommendation Change; or

● by the Company to enter into a definitive agreement with respect to a Superior Proposal.

Parent is required to pay the Company a termination fee of $42,000,000 in cash upon termination of the Merger Agreement if the Merger Agreement is validly terminated:

● due to a Parent Financing Failure;

● due to (i) the failure of the Closing to have occurred prior to the Termination Date or (ii) the imposition of a Legal Restraint arising under antitrust laws, in each case, at a time when all conditions to closing are capable of being satisfied, other than the receipt of required regulatory approvals (and the Company has not willfully and materially breached its regulatory approval covenants); or

● due to a Parent Material Breach with respect to Parent’s regulatory approval covenants at a time when all conditions to closing are otherwise capable of being satisfied, other than the receipt of required regulatory approvals.

Other Terms of the Merger Agreement

The Company also made customary representations and warranties in the Merger Agreement and agreed to customary covenants regarding the operation of the business of the Company and its subsidiaries prior to the consummation of the Merger. The Merger Agreement also provides that the Company, on the one hand, or the Buyer Parties, on the other hand, may specifically enforce the obligations under the Merger Agreement, including the obligation to consummate the Merger if the conditions set forth in the Merger Agreement are satisfied and subject to certain other conditions.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement. The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent, Merger Sub or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be reflected in the Company’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company, Parent and Merger Sub and the transactions contemplated by the Merger Agreement that will be contained in or attached as an annex to the proxy statement that the Company will file in connection with the transactions contemplated by the Merger Agreement, as well as in the other filings that the Company will make with the U.S. Securities and Exchange Commission (the “SEC”).

Financing

Parent has obtained equity and debt financing commitments for the purpose of financing the transactions contemplated by the Merger Agreement and paying related fees and expenses.

Concurrently with the execution of the Merger Agreement, affiliates of funds managed by affiliates of CVC Capital Partners and Charlesbank Capital Partners entered into an equity commitment letter with Parent pursuant to which they have severally committed to provide equity financing to Parent in an aggregate amount equal to $47,000,000, on the terms and subject to the conditions set forth in the signed equity commitment letter.

Certain financial institutions have severally committed to provide an affiliate of Parent (“Borrower”) with a $350.0 million senior secured first lien term loan facility and a $50.0 million increase to the existing revolving facility commitments under Borrower’s existing credit agreement, on the terms set forth in the related debt commitment letter. The obligations of such financial institutions to provide debt financing under the debt commitment letter are subject to a number of customary conditions.

Support Agreements

Concurrently with the execution of the Merger Agreement, Parent entered into support agreements (each, a “Support Agreement” and collectively, the “Support Agreements”) with each member of the Company Board in their capacities as stockholders of the Company, pursuant to which, among other things and on the terms and subject to the conditions therein, each such stockholder agrees to vote all shares of Company Common that it beneficially owns (representing approximately 7.22% in the aggregate of the total current outstanding voting power of the Company), in favor of, among other things, granting the Requisite Stockholder Approval, approving the Merger and adopting the Merger Agreement. The Support Agreements include certain restrictions on transfer of Company Common Shares by the members of the Company Board. The Support Agreements will terminate, among other circumstances, upon (i) the Company Board effecting a Recommendation Change, (ii) the valid termination of the Merger Agreement, (iii) the completion of the stockholder meeting at which a vote upon the Merger Agreement and the Merger is taken or (iv) the Effective Time.

The foregoing description of the Support Agreements and the transactions contemplated thereby does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the full text of each Support Agreement.

Contribution and Exchange Agreement

Concurrently with the execution of the Merger Agreement, Parent entered into a contribution and exchange agreement (the “Contribution and Exchange Agreement”) with Mr. Zvika Netter, the Company’s Chief Executive Officer (the “Rollover Holder”), pursuant to which, upon the terms and subject to the conditions thereof, the Rollover Holder will, immediately prior to the Effective Time, contribute to OceanKey a number of shares of Company Common Stock in exchange for, or otherwise subscribe and purchase, newly issued equity interests of OceanKey.

The foregoing description of the Contribution and Exchange Agreement and the transactions contemplated thereby does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the full text of the Contribution and Exchange Agreement.

Item 8.01.

Other Events.

~~The~~On ~~Company~~December ~~has~~23, ~~terminated~~2024, ~~its~~Innovid ~~previously~~Corp., ~~announced~~a Delaware corporation (“Innovid”), filed with the U.S. Securities and Exchange Commission (the “SEC”) ~~stock~~ a ~~repurchase~~definitive ~~program~~proxy statement (the “Proxy Statement”) relating to the special meeting of stockholders (the “Special Meeting”) to be held on February 11, in2025, ~~response~~to, among other things, adopt the Agreement and Plan of Merger (as it may be amended from time to ~~its~~time, ~~entry~~the “Merger Agreement”), dated as of November 21, 2024, by and among Innovid, Mediaocean LLC, a Delaware limited liability company (“Parent”) and Ignite Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Innovid (the “Merger”), with ~~Agreement~~Innovid continuing as the surviving corporation and a wholly owned subsidiary of Parent.

OnLitigation ~~November~~Relating ~~21, 2024, the Company issued a press release announcing its entry into the Merger Agreement. A copy of the press release is attached as Exhibit 99.1~~ to ~~this Current Report on Form 8-K (~~the ~~“8-K”) and is incorporated herein by reference.~~Merger

~~Item~~As 9of the date hereof, Innovid has received several demand letters from purported stockholders (the “Demand Letters”) of Innovid and, to Innovid’s knowledge, two complaints have been filed with respect to the Merger.01 ~~Financial~~The ~~Statements~~complaints are captioned: Richard Williams v. Innovid Corp. et al. and ~~Exhibits~~Philip Stone v. Innovid Corp. et al. (collectively referred to as the “Stockholder Actions”).

~~(d)~~The ~~Exhibits~~Demand Letters and the Stockholder Actions allege that, among other things, the Proxy Statement contains certain disclosure deficiencies and/or incomplete information regarding the Merger. Although the outcome of, or estimate of the possible loss or range of loss, from these matters cannot be predicted, Innovid believes that the allegations contained in the Demand Letters and Stockholder Actions are without merit.

Exhibit No		Description
99.1		Press Release, dated as of November 21, 2024 by Innovid Corp.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Innovid believes that no supplemental disclosures are required under applicable laws; however, in order to avoid the risk of the Demand Letters and the Stockholder Actions delaying the Merger and minimize the expense of defending the Stockholder Actions, and without admitting any liability or wrongdoing, Innovid is voluntarily making certain disclosures below that supplement those contained in the Proxy Statement. These disclosures, and disclosures on certain other matters, are provided in this Current Report on Form 8-K (the “8-K”). Nothing in this 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Innovid specifically denies all allegations in the Demand Letters and the Stockholder Actions, including that any additional disclosure was or is required.

*It ~~The~~is ~~schedules~~possible ~~and~~that ~~exhibits~~additional, ~~have~~similar ~~been~~demand ~~omitted~~letters ~~pursuant~~or tocomplaints ~~Item~~may ~~601(b)(2)~~be ofreceived ~~Regulation~~or ~~S-K.~~filed, ~~The~~or ~~Company~~the ~~agrees~~Stockholder toActions ~~furnish~~may ~~supplementally~~be aamended. ~~copy~~Innovid does ofnot ~~such~~intend ~~schedules~~to ~~and~~announce ~~exhibits,~~the receipt or ~~any~~filing ~~section~~of ~~thereof~~each additional, tosimilar ~~the~~demand ~~SEC~~letter, ~~upon~~complaint ~~request~~or any amended complaint.

5SUPPLEMENT TO THE PROXY STATEMENT

~~Cautionary~~This supplemental information to the Proxy Statement ~~Regarding~~should ~~Forward-Looking~~be ~~Statements~~read in conjunction with the Proxy Statement, which should be read in its entirety. All page references are to pages in the Proxy Statement, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement. Underlined text (e.g., underlined text) shows text being added to a reference disclosure in the Proxy Statement and a line through text (e.g., a line through text) shows text being deleted from a referenced disclosure in the Proxy Statement.

~~This~~Background ~~8-K contains forward-looking statements These forward-looking statements include, without limitation, statements relating to the Merger. These statements are based on the beliefs and assumptions~~ of ~~the~~ ~~Company’s management. Although~~ the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, it cannot assure you that it will achieve or realize these plans, intentions or expectations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this 8-K, words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to: (i) the completion of the Merger on anticipated terms and timing, including obtaining required stockholder and regulatory approvals, and the satisfaction of other conditions to the completion of the Merger; (ii) potential litigation relating to the Merger that could be instituted against the Company, Parent or their respective directors, managers or officers, including the effects of any outcomes related thereto; (iii) the risk that disruptions from the Merger will harm the Company’s business, including current plans and operations; (iv) the ability of the Company to retain and hire key personnel; (v) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Merger; (vi) continued availability of capital and financing and rating agency actions; (vii) legislative, regulatory and economic developments affecting the Company’s business; (viii) general economic and market developments and conditions; (ix) potential business uncertainty, including changes to existing business relationships, during the pendency of the Merger that could affect the Company’s financial performance; (x) certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (xi) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or hostilities, as well as the Company’s response to any of the aforementioned factors; (xii) significant transaction costs associated with the Merger; (xiii) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances requiring the Company to pay a termination fee; (xv) competitive responses to the Merger; (xvi) other risks and uncertainties indicated in this 8-K, including those set forth under the section titled “Risk Factors” and those incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 29, 2024; and (xvii) the risks and uncertainties that will be described in the Proxy Statement (as defined herein) available from the sources indicated below. These risks, as well as other risks associated with the Merger, will be more fully discussed in the Proxy Statement. While the list of factors presented here is, and the list of factors to be presented in the Proxy Statement will be, considered representative, no such list should be considered a complete statement of all potential risks and uncertainties.

~~These~~The ~~forward-looking~~disclosure ~~statements~~under ~~are~~the ~~based~~heading on“Background ~~information available as~~ of the ~~date~~Merger” ofis ~~this~~hereby ~~8-K~~amended and ~~current~~supplemented ~~expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon~~ as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.follows:

AsBy aadding ~~result~~the offollowing adisclosure ~~number~~to ofpage ~~known~~35 ~~and~~of ~~unknown~~the ~~risks~~Proxy ~~and~~Statement ~~uncertainties, our~~following ~~actual~~the ~~results~~paragraph orending ~~performance~~“…conducted ~~may~~a bemanagement ~~materially~~presentation ~~different from those expressed or implied by these forward-looking statements. You~~with ~~should~~ representatives ~~not~~of ~~place~~Party ~~undue reliance on these forward-looking statements~~B.”

~~Important~~Other ~~Additional~~than ~~Information~~the confidentiality agreements entered into with Parent, Party A and ~~Where~~Party B, Innovid did not enter into confidentiality agreements with any other parties regarding its strategic transaction process. Following the execution of the Merger Agreement on November 21, 2024, Innovid was not party to ~~Find~~any Itconfidentiality agreement that imposed standstill restrictions (including “don’t ask/don’t waive” provisions) on Innovid’s counterparty.

InBy ~~connection~~adding ~~with~~ the ~~Merger,~~underlined ~~the~~disclosure ~~Company~~to ~~will file with~~ the ~~SEC~~paragraph ~~a Proxy~~beginning ~~Statement on Schedule 14A (the~~ “~~Proxy~~On ~~Statement”),~~September the definitive version of which will be sent or provided to the Company Stockholders. The Company may also file other documents with the SEC regarding the Merger. This 8-K is not a substitute for the Proxy Statement or any other document which the Company may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC1, ~~AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS~~2024, ~~CAREFULLY~~the ~~AND~~Innovid INBoard ~~THEIR~~met…” ~~ENTIRETY~~on ~~BECAUSE~~page ~~THEY~~36 ~~CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS. Investors and security holders may obtain free copies~~ of the Proxy Statement and other documents (when they become available) that are filed or will be filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov, the Company’s website maintained by the SEC at www.sec.gov, the Company’s website at https:~~//investors.innovid.com/ or by contacting the Company’s Investor Relations Team at ir@innovid.com.~~

~~The~~Following ~~Merger~~such discussion, ~~will~~the Innovid Board determined that (x) it believed there was a very low likelihood that the Other Potential Acquirors would be ~~implemented~~willing ~~pursuant~~and able to ~~the~~act ~~Merger~~quickly ~~Agreement~~to submit a proposal to acquire Innovid and pay a similar or greater premium to acquire Innovid (other than Party B, which had not yet submitted a proposal), given that the price offered in the August 2024 IOI offered a premium of approximately 70% to the closing price of Innovid Common Stock on August 30, 2024; (y) ~~contains~~ in the ~~full~~Innovid ~~terms~~Board’s view, the risks of additional outreach, including the risk of a “leak” of the strategic transaction process and ~~conditions~~the risk that such outreach, if disclosed to the public, may cause Parent, Party A or Party B to withdraw from Innovid’s strategic transaction process or have adverse effects on Innovid’s workforce and business relationships, outweighed the benefits; and (z) Innovid should not expand its outreach to any of the ~~Merger~~Other Potential Acquirors at such time.

~~Participants~~By inadding the ~~Solicitation~~underlined disclosure to the paragraph beginning “On September 1, 2024, the Innovid Board met…” on page 36 of the Proxy Statement:

~~The~~Following ~~Company~~such discussion, ~~Parent~~the ~~and~~Innovid ~~their~~Board ~~respective~~again ~~directors~~determined ~~and~~that ~~officers~~(x) ~~may be~~it ~~deemed~~believed tothere bewas ~~participants~~a invery low likelihood that the ~~solicitation~~Other ofPotential ~~proxies~~Acquirors ~~from~~would ~~the~~be ~~Company~~willing ~~Stockholders~~and inable ~~connection~~to ~~with~~act ~~the~~quickly ~~Merger.~~to ~~Information~~submit ~~about the~~a ~~Company’s~~proposal ~~directors~~to acquire Innovid and ~~executive~~pay ~~officers~~a ~~and~~similar ~~their~~or ~~ownership~~greater premium ofto ~~Company’s~~acquire ~~securities~~Innovid, isgiven ~~set~~that ~~forth~~the inprice ~~Company’s filings~~offered ~~with~~in the ~~SEC.~~August To2024 ~~the~~IOI ~~extent~~offered ~~that~~a ~~holdings~~premium of approximately 96% to the ~~Company’s~~closing ~~securities~~price ~~have~~of ~~changed~~Innovid ~~since~~Common ~~the~~Stock ~~amounts~~on ~~printed~~September 6, 2024; (y) therefore, in the ~~Company~~Innovid Board’s ~~proxy~~ ~~statement~~view, ~~such~~the ~~changes~~risks of ~~have~~additional ~~been~~outreach, orincluding ~~will~~the berisk ~~reflected~~of ona ~~Statements~~“leak” of ~~Change~~the instrategic ~~Ownership~~transaction onprocess ~~Form~~and 4the ~~filed~~risk ~~with~~that ~~the~~such ~~SEC.~~outreach, ~~Additional information~~if ~~regarding~~disclosed to the ~~interests~~public, ofmay ~~those~~cause ~~persons~~Parent, ~~and~~Party ~~other~~A ~~persons~~or ~~who~~Party ~~may~~B beto ~~deemed~~withdraw ~~participants~~from inInnovid’s ~~the~~strategic ~~Merger~~transaction process ~~may~~or behave ~~obtained~~adverse ~~by reading~~effects ~~the~~on ~~Proxy~~Innovid’s ~~Statement~~workforce ~~when~~and itbusiness ~~becomes~~relationships, ~~available.~~outweighed ~~You~~the ~~may~~benefits; ~~obtain~~and ~~free~~(z) ~~copies~~Innovid ofshould ~~these~~not ~~documents~~expand asits ~~described~~outreach into any of the ~~preceding~~Other ~~paragraph~~Potential Acquirors at such time.

6By adding the underlined disclosure to the paragraph beginning “Later on October 19, 2024…” on page 43 of the Proxy Statement:

~~SIGNATURES~~The Proposed Equity Rollover specified that, aside from Mr. Netter, whose Innovid Common Stock Rollover was valued at approximately $7.6 million, the value of the rollover of shares of Innovid Common Stock for each management member would be less than $1 million. This proposal was subsequently shared with the Innovid Board that same day.

~~Pursuant~~By toadding the ~~requirements~~underlined ofdisclosure to the ~~Securities Exchange~~paragraph ~~Act~~beginning of“That ~~1934~~evening, ~~the~~White ~~registrant~~& ~~has~~Case…” ~~duly caused this report to be signed~~ on ~~its~~page ~~behalf~~46 byof the ~~undersigned~~Proxy ~~hereunto duly authorized.~~Statement:

	INNOVID CORP.
Date: November 21, 2024	By:	/s/ Anthony Callini
	Name:	Anthony Callini
	Title:	Chief Financial Officer

That evening, White & Case and management’s advisors discussed the Netter Term Sheet and White & Case provided a revised draft of the Netter Term Sheet to management’s advisors and Deutsche Bank provided a revised draft of the Proposed Equity Rollover to Evercore, which proposed increased rollover values (relative to the October 23 version of the Proposed Equity Rollover) for each of the members of Innovid’s management included in the Proposed Equity Rollover.

7By adding the underlined disclosure to the paragraph beginning “Later that day, DLA Piper…” on page 46 of the Proxy Statement:

Later that day, DLA Piper provided a revised draft of the Netter Term Sheet and rollover agreement to White & Case. Mr. Wise subsequently provided a revised draft of the Proposed Equity Rollover to Mr. Netter, which proposed reduced rollover values (relative to the October 27 version of the Proposed Equity Rollover) for each of the members of Innovid’s management included in the Proposed Equity Rollover. This version of the Proposed Equity Rollover proposed a total rollover for Mr. Netter of $6 million.

On October 29, 2024, Mr. Wise provided another revised draft of the Proposed Equity Rollover to Mr. Netter. This version of the Proposed Equity Rollover remained consistent with the previous version with respect to the value of Mr. Netter’s rollover.

Reasons for the Merger

The disclosure under the heading “Reasons for the Merger” is hereby amended as follows:

By adding the underlined disclosure to the paragraph beginning “Results of Process Conducted.” on page 51 of the Proxy Statement:

Results of Process Conducted. The Innovid Board, with the assistance of Innovid’s management and advisors, evaluated the outcome of the process undertaken to explore potential strategic transaction opportunities for Innovid. This process, as described further in the section of this proxy statement captioned “The Merger—Background of the Merger,” included conducting management presentations, sharing the Bidder Projections, and facilitating due diligence of three potential acquirors for multiple months. As described further in the section of this proxy statement captioned “The Merger—Background of the Merger,” the Innovid Board considered, but decided against, conducting outreach to additional potential acquirors due to its belief that there was a very low likelihood that any other potential acquirors would be willing and able to act quickly to submit a proposal to acquire Innovid and pay a similar or greater premium to that offered by Parent to acquire Innovid given that the Per Share Price represents an approximately 94% premium to the closing price of Innovid Common Stock on November 20, 2024, the last trading day before the public announcement of the Merger Agreement, and that, in the Innovid Board’s view, the risks of additional outreach, including the risk of a “leak” of the strategic transaction process and the risk that such outreach, if disclosed to the public, may have caused Parent to withdraw from Innovid’s strategic transaction process or have adverse effects on Innovid’s workforce and business relationships, outweighed the benefits. The Innovid Board also considered the fact that Party A withdrew from Innovid’s strategic transaction process without providing any indication of interest to acquire Innovid and that Party B declined to provide any indication of interest to acquire Innovid in writing, and withdrew from Innovid’s strategic transaction process following the Innovid Board’s request that Party B increase its proposed price per share to meet the price per share offered by Parent at that time. Finally, the Innovid Board considered the Party C IOI, the fact that the price per share offered in the Party C IOI was significantly below the price per share offered by Parent and that Party C made no attempt to increase its price per share upon being informed that Innovid was not interested in discussing a potential strategic transaction at the price per share range offered in the Party C IOI.

Fairness Opinion of Innovid’s Financial Advisor

The disclosure under the heading “Fairness Opinion of Innovid’s Financial Advisor” is hereby amended and supplemented as follows:

By adding the underlined disclosure to the paragraph immediately following the heading “Discounted Cash Flow Analysis” on page 58 of the Proxy Statement:

The cash flows and terminal values in each case were then discounted to present value as of June 30, 2024 using discount rates ranging from 14.0% to 17.0%, which were based on an estimate of Innovid’s weighted average cost of capital, and the mid-year cash flow discounting convention. Based on this range of implied enterprise values, Innovid’s estimated net cash (calculated as cash and cash equivalents less total debt) as of November 18, 2024 of approximately $38 million, and the number of fully diluted shares of Innovid Common Stock, in each case as provided by Innovid’s management, this analysis indicated a range of implied equity values per share of Innovid Common Stock of $2.55 to $4.23, compared to the Per Share Price of $3.15 per share of Innovid Common Stock.

By amending and supplementing the paragraph beginning “Evercore reviewed and compared” on page 58 of the Proxy Statement as follows:

Evercore reviewed and compared certain financial information of Innovid to corresponding financial multiples and ratios for the followingbelow selected publicly traded companies in the media and non-media ad-tech industry (the “selected companies”):

Non-Media Ad-Tech

•

LiveRamp, Inc.

•

Double Verify, Inc.

•

IAS Corp.

Media Ad-Tech

•

The Trade Desk, Inc.

•

Zeta Corp.

•

Viant, Inc.

•

Nexxen Ltd.

•

Magnite, Inc.

•

Taboola Ltd.

•

PubMatic, Inc.

•

Outbrain, Inc.

•

Criteo S.A.

•

AppLovin Corp.

•

Unity, Inc.

•

Digital Turbine, Inc.

•

Roku, Inc.

By amending and restating the table following the sentence “The analysis indicated the following:” on page 59 of the Proxy Statement as follows:

Company	2024 EV/Adjusted EBITDA	2025 EV/Adjusted EBITDA	2024 EV/Revenue	2025 EV/Revenue
Non- Media Ad-Tech
LiveRamp, Inc.	13.4x	11.5x	2.3x	2.1x
Double Verify, Inc.	14.9x	13.3x	4.6x	4.1x
IAS Corp.	12.7x	11.3x	3.6x	3.2x
Media Ad-Tech
The Trade Desk, Inc.	58.5x	47.7x	24.1x	20.0x
Zeta Corp.	35.9x	27.9x	6.1x	5.0x
Viant, Inc.	44.8x	37.0x	7.4x	6.4x
Nexxen Ltd.	3.4x	3.0x	0.9x	0.8x
Magnite, Inc.	14.3x	12.8x	4.5x	4.0x
Taboola Ltd.	5.1x	4.4x	1.4x	1.1x
PubMatic, Inc.	9.8x	9.3x	2.4x	2.2x
Outbrain, Inc.	5.7x	4.0x	0.6x	0.6x
Criteo S.A.	7.1x	6.6x	2.0x	1.9x
AppLovin Corp.	42.2x	32.5x	24.1x	19.9x
Unity, Inc.	30.0x	28.7x	5.4x	5.4x
Digital Turbine, Inc.	12.3x	8.4x	1.1x	1.0x
Roku, Inc.	41.5x	31.7x	2.2x	2.0x
Non-Media Ad‑Tech Mean	13.7x	12.0x	3.5x	3.1x
Media Ad-Tech Mean	23.9x	19.5x	6.3x	5.4x

By adding the underlined disclosure to the paragraph beginning “Based on the multiples it derived…” on page 59 of the Proxy Statement:

Based on this range of implied enterprise values, Innovid’s estimated net cash (calculated as cash and cash equivalents less total debt) as of November 18, 2024 of approximately $38 million, and the number of fully diluted shares of Innovid Common Stock, in each case as provided by Innovid’s management, this analysis indicated a range of implied equity values per share of Innovid Common Stock as shown below, compared to the Per Share Price of $3.15 per share of Innovid Common Stock.

By amending the paragraph beginning “Evercore reviewed, to the extent publicly available” and the table following such paragraph on page 60 of the Proxy Statement as follows:

Evercore reviewed, to the extent publicly available, financial information related to the following selected transactions involving target companies in the ad-tech industry announced since 2016 (the “selected transactions”). The selected transactions reviewed by Evercore and the month and year each was announced, were as follows:

Month and Year Announced	Acquiror	Target
December 2016	Golden Gate Capital LP	Neustar, Inc.
June 2018	Vista, Inc.	IAS Corp
November 2020	Experian Plc.	Tapad Inc.
February 2021	Magnite, Inc.	SpotX, Inc.
July 2021	Magnite, Inc.	SpringServe, Inc.
July 2021	Mediaocean LLC	Flashtalking, Inc.
August 2021	IAS Corp	Publica, Inc.
September 2021	TransUnion	Neustar, Inc.
August 2022	Criteo S.A.	IPONWEB, Inc.
December 2022	Lumine, Inc.	WideOrbit, Inc.
June 2023	Neptune Retail Solutions	Quotient, Inc.
July 2023	Double Verify, Inc.	Scibids, Inc.
October 2023	Omicron, Inc.	Flywheel, Inc.
April 2024	Cadent Plc.	AdTheorent, Inc.

By amending and restating the table following the sentence “The analysis indicated the following:” on page 60 of the Proxy Statement as follows:

Month and Year Announced	Acquiror	Target	EV/LTM Revenue
December 2016	Golden Gate Capital LP	Neustar, Inc.	2.4x
June 2018	Vista, Inc.	IAS Corp	N/A
November 2020	Experian Plc.	Tapad Inc.	5.1x
February 2021	Magnite, Inc.	SpotX, Inc.	10.1x
July 2021	Magnite, Inc.	SpringServe, Inc.	N/A
July 2021	Mediaocean, Inc.	Flashtalking, Inc.	4.0x
August 2021	IAS Corp	Publica, Inc.	N/A
September 2021	TransUnion	Neustar, Inc.	5.4x
August 2022	Criteo S.A.	IPONWEB, Inc.	2.3x
December 2022	Lumine, Inc.	WideOrbit, Inc.	3.0x
June 2023	Neptune Retail Solutions	Quotient, Inc.	1.6x
July 2023	Double Verify, Inc.	Scibids, Inc.	10.5x
October 2023	Omicron, Inc.	Flywheel, Inc.	3.0x
April 2024	Cadent Plc.	AdTheorent, Inc.	1.5x
Mean			4.5x
Median			3.0x

By adding the underlined disclosure to the paragraph beginning “Based on the multiples it derived…” on page 60 of the Proxy Statement:

Based on this range of implied enterprise values, Innovid’s estimated net cash (calculated as cash and cash equivalents less total debt) as of November 18, 2024 of approximately $38 million, and the number of fully diluted shares of Innovid Common Stock, in each case as provided by Innovid’s management, this analysis indicated a range of implied equity values per share of Innovid Common Stock of $2.15 to $4.42, compared to the Per Share Price of $3.15 per share of Innovid Common Stock.

Litigation Relating to the Merger

The disclosure under the heading “Litigation Relating to the Merger” is hereby amended and restated as follows:

As of February 3, 2025, two complaints have been filed by purported Innovid stockholders against Innovid and members of its board of directors in connection with the Merger Agreement and the transactions contemplated thereby. The two complaints are filed in New York state courts and captioned as Richard Williams v. Innovid Corp. et al. and Philip Stone v. Innovid Corp. et al., which Innovid refers to collectively as the “Stockholder Actions”. In general, the Stockholder Actions claim negligent misrepresentation and concealment as well as negligence under New York common law and allege that the Proxy Statement omits or misstates material information. The Stockholder Actions seek, among other things, injunctive relief preventing the consummation of the Merger, unspecified damages, and attorneys’ fees.

In addition to the Stockholder Actions, several purported Innovid stockholders have sent demand letters alleging similar deficiencies regarding the disclosures made in the Proxy Statement.

At this time, it is not possible to predict the outcome of the Stockholder Actions or their impact on Innovid or the Merger. Innovid believes that the disclosures set forth in the Proxy Statement comply with applicable law and that the allegations asserted in the demand letters and Stockholder Actions are without merit.

Cautionary Statement Regarding Forward-Looking Statements

This 8-K contains forward-looking statements. These forward-looking statements include, without limitation, statements relating to the Merger. These statements are based on the beliefs and assumptions of Innovid’s management. Although Innovid believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, it cannot assure you that it will achieve or realize these plans, intentions or expectations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this 8-K, words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

•

the completion of the Merger on anticipated terms and timing, including obtaining required stockholder and the satisfaction of other conditions to the completion of the Merger;

•

potential litigation relating to the Merger that could be instituted against Innovid, Parent or their respective directors, managers or officers, including the effects of any outcomes related thereto;

•

the risk that disruptions from the Merger will harm Innovid’s business, including current plans and operations;

•

the ability of Innovid to retain and hire key personnel;

•

potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Merger;

•

continued availability of capital and financing and rating agency actions;

•

legislative, regulatory and economic developments affecting Innovid’s business;

•

general economic and market developments and conditions;

•

potential business uncertainty, including changes to existing business relationships, during the pendency of the Merger that could affect Innovid’s financial performance;

•

certain restrictions during the pendency of the Merger that may impact Innovid’s ability to pursue certain business opportunities or strategic transactions;

•

unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or hostilities, as well as Innovid’s response to any of the aforementioned factors;

•

significant transaction costs associated with the Merger;

•

the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

•

the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances requiring Innovid to pay a termination fee;

•

competitive responses to the Merger; and

•

other risks and uncertainties indicated in this 8-K, including those incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 29, 2024.

These risks, as well as other risks associated with the Merger, are considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. These forward-looking statements are based on information available as of the date of this 8-K and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.

You should read this 8-K, the Proxy Statement and the documents that we reference and have filed as exhibits to the Proxy Statement with the understanding that our actual future results, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this 8-K. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this 8-K, whether as a result of any new information, future events or otherwise. Innovid’s stockholders are advised to consult any future disclosures that Innovid makes on related subjects as may be detailed in its other filings made from time to time with the SEC.

Important Additional Information and Where to Find It

In connection with the Merger, Innovid has filed with the SEC and has mailed or otherwise provided to Innovid’s stockholders, the Proxy Statement regarding the Merger. Innovid may also file other documents with the SEC regarding the Merger. This 8-K is not a substitute for the Proxy Statement or any other document which Innovid may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement and other documents (when they become available) that are filed or will be filed with the SEC by Innovid through the website maintained by the SEC at www.sec.gov, Innovid’s website maintained by the SEC at www.sec.gov, Innovid’s website at https://investors.innovid.com/ or by contacting Innovid’s Investor Relations Team at ir@innovid.com.

The Merger will be implemented pursuant to the Merger Agreement, which contains the full terms and conditions of the Merger.

Participants in the Solicitation

Innovid, Parent and their respective directors and officers may be deemed to be participants in the solicitation of proxies from Innovid’s stockholders in connection with the Merger. Information about Innovid’s directors and executive officers and their ownership of Innovid’s securities is set forth in Innovid’s filings with the SEC. To the extent that holdings of the Innovid’s securities have changed since the amounts printed in the Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the Merger may be obtained by reading the Proxy Statement. You may obtain free copies of these documents as described in the preceding paragraph.

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.

	INNOVID CORP.

Date: February 3, 2025	By:	/s/ Anthony Callini
	Name:	Anthony Callini
	Title:	Chief Financial Officer

Filing Compare · Innovid Corp.