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): June 422, 2025

WEAVE COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40998

26-3302902

(State or other jurisdiction of incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

1331 W Powell Way

Lehi, Utah

84043

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (385) 331-4164

Not Applicable

(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 240.13d-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, $0.00001 par value

WEAV

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 85.~~01.~~02 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 422, 2025, ~~Weave Communications, Inc. (“Weave”) filed a prospectus supplement (~~the ~~“Prospectus~~Board ~~Supplement”) and an accompanying base prospectus, which are part~~ of ~~Weave’s~~Directors ~~automatic “shelf” Registration Statement on Form S-3~~ (~~File No. 333-287359) filed on May 16, 2025 with~~ the ~~Securities and Exchange Commission (the~~ “~~SEC~~Board”). ~~The Prospectus Supplement was filed to register 981,405 shares~~ of Weave’s ~~common stock (the “Resale Shares”) issued or issuable to certain stakeholders of Vidurama~~Communications, Inc. (~~d/b/a~~the ~~TrueLark) (~~“~~TrueLark~~Company”), ~~under~~appointed anAdrian ~~Agreement~~McDermott ~~and~~as ~~Plan of Merger by and among Weave, Project Sparrow Merger Sub, Inc.,~~ a ~~wholly-owned~~Class ~~subsidiary~~I ofmember ~~Weave (“Merger Sub”), TrueLark, and the other parties thereto, pursuant to which Weave acquired TrueLark through a merger~~ of ~~Merger Sub with and into TrueLark (~~the ~~“TrueLark~~Board ~~Acquisition”).~~commencing The initial offering of the Resale Shares was made pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), as announced in Weave’s Current Report on ~~Form~~August ~~8-K filed with the SEC on May 5~~1, 2025.

~~The~~In ~~Prospectus~~connection ~~Supplement was filed in accordance~~ with ahis ~~registration~~service ~~rights~~as ~~agreement~~director, ~~entered~~Mr. ~~into~~McDermott inwill ~~connection~~receive ~~with~~ the ~~TrueLark~~Company's ~~acquisition~~standard bynon-employee ~~and~~director ~~among~~cash ~~Weave, TrueLark,~~ and ~~certain~~equity ~~stakeholders~~compensation. ~~of TrueLark (the “Registration Agreement”)~~Mr. ~~Weave~~McDermott iswill ~~required~~receive ~~under~~a ~~the~~pro ~~terms~~rata portion of the ~~Registration~~$60,000 ~~Agreement~~annual toretainer ~~prepare~~for ~~and~~his ~~file~~service. aMr. ~~registration~~McDermott ~~statement~~is oralso aentitled ~~prospectus supplement~~ to ana ~~effective~~grant ~~automatic~~of ~~shelf~~restricted ~~registration~~stock ~~statement,~~units ~~covering~~under the ~~Resale~~Company's ~~Shares~~2021 ~~with~~Equity ~~the~~Incentive ~~SEC~~Plan aswith ~~soon~~a asgrant ~~practicable~~date ~~after~~value ~~the~~equal ~~closing of the TrueLark Acquisition and~~ to ~~use~~$350,000 ~~commercially~~on ~~reasonable efforts keep~~ the ~~registration~~date ~~statement continuously effective until the earlier~~ of ~~the~~his ~~date~~appointment, ~~that~~and ~~all~~is ~~Resale~~eligible ~~Shares have been sold thereunder or are able~~ to bereceive ~~publicly~~future ~~sold~~annual bygrants ~~relying~~of onrestricted ~~Rule~~stock ~~144~~units ofunder ~~the~~such ~~Securities~~plan. ~~Act without registration~~Mr. WeMcDermott ~~have~~will ~~filed~~also ~~this~~enter ~~prospectus~~into ~~supplement~~the toCompany's ~~fulfill~~standard ~~certain~~form ~~obligations~~of ~~under~~indemnification ~~the Registration Agreement~~agreement.

~~The~~There ~~foregoing~~are ~~description~~no ofarrangements ~~the~~or ~~Registration~~understandings ~~Agreement~~between isMr. ~~qualified~~McDermott inand ~~its~~any ~~entirety~~other bypersons ~~reference~~pursuant to ~~the~~which ~~complete~~Mr. ~~text~~McDermott ofwas ~~the~~appointed ~~Registration~~as ~~Agreement,~~ a ~~copy~~member of ~~which~~the isBoard ~~filed~~and ~~herewith~~Mr. asMcDermott ~~Exhibit~~does ~~4.1~~not ~~and~~have isany ~~incorporated~~transactions ~~herein~~reportable byunder ~~reference~~Item 404(a) of Regulation S-K.

A copy of the opinion of Wilson Sonsini Goodrich & Rosati, P.C. relating to the validity of the Resale Shares is filed herewith as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

4.1*

Registration Rights Agreement dated May 14, 2025 by and among the Weave Communications, Inc., Vidurama, Inc. (d/b/a TrueLark), and certain stakeholders of TrueLark.

99.1

Press Release Dated June 26, 2025

5.1

Opinion of Wilson Sonsini Goodrich & Rosati, P.C.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

23.1

Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1).

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.

WEAVE COMMUNICATIONS, INC.

Date:

~~June~~July 431, 2025

By:

/s/ Brett White

Name:

Brett White

Title:

Chief Executive Officer

Filing Compare · Weave Communications, Inc.