INDO Indonesia Energy Corporation Limited

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of January 2024

 

Commission File Number 001-39164

 

Indonesia Energy Corporation Limited

(Translation of registrant’s name into English)

 

GIESMART PLAZA 7^th Floor

Jl. Raya Pasar Minggu No. 17A

Pancoran – Jakarta 12780

Indonesia 

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒ Form 40-F ☐

 

INCORPORATION BY REFERENCE

 

This report on Form 6-K (“Form 6-K Report”) shall be deemed to be incorporated by reference into the shelf registration statement on Form F-3, as amended (Registration Number 333-252520) of Indonesia Energy Corporation Limited, a Cayman Islands exempted company (the “Company”), declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 16, 2021 (“Registration Statement”), and into each prospectus or prospectus supplement outstanding under the Registration Statement, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

 

 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

 

Departure of Director and Appointment of Director

 

On January 15, 2024, Tamba P. Hutapea, an independent director of the Company, resigned from the board of directors of the Company (“Board”), the chairman and a member of the Nominating and Corporate Governance Committee and a member of the Compensation Committee of the Company, effective from January 15, 2024. Mr. Hutapea’s resignation was not due to any disputes or disagreements with the Company or its Board.

 

On January 16, 2024, the Board appointed Ahmad Fathurachman as an independent director of the Company, the chairman and a member of the Nominating and Corporate Governance Committee and a member of the Compensation Committee of the Company, effective from January 16, 2024. Mr. Fathurachman will serve as an independent director of the Company for a term expiring at the Company’s next annual meeting or until his successor is duly elected.

 

Mr. Fathurachman is an oil and gas professional with a multifaceted skillset in electrical & instrumentation (“E&I”) engineering. Since August 2022, Mr. Fathurachman has served as a consultant in Indonesia to Weatherford International (“Weatherford”), a global oil field services company. Prior to this role, he held several positions at Weatherford, first as a project manager for production business unit between March 2018 and June 2020, and later as a senior project manager for project development & product sales between June 2020 and August 2022. Between October 2022 and June 2023, he served as a Business Development Specialist at Deleum Oilfield Services, an oilfield services company engaged in oil & gas chemical business in Southeast Asia. Between October 2016 and February 2018, he served as an E&I system engineer at PT. Wifgasindo Dinamika Instrument Engineering, an Indonesia engineering, procurement, construction, and installation company, and between January 2016 and September 2016, he worked as an E&I system engineer at PT. Mangunkerta Nusantara, an E&I system integrator company in Indonesia. From January 2014 to December 2015, he served as an E&I services engineer at Matrik Engineering (j.v PT. Kota Minyak Internusa), an E&I manufacturing company in Indonesia. Mr. Fathurachman received his bachelor’s degree in electrical engineering from Universitas Jenderal Achmad Yani in Indonesia in 2013.

 

There are no (i) family relationships between Mr. Fathurachman and any other directors or executive officers of the Company, or (ii) related party transactions with Mr. Fathurachman requiring disclosure pursuant to Item 404 of Regulation S-K.

 

Following the resignation of Mr. Hutapea and appointment of Mr. Fathurachman, the number of directors serving on the Board will remain fixed at seven.

 

Amendments to Executive Employment Agreements

 

On January 16, 2024, the Company entered into a First Amendment to Employment Agreement (the “Said First Amendment”) with Mirza F. Said, the Company’s Chief Business Development Officer (who is also a member of the Board). The effective date of the Said First Amendment was January 16, 2024. The Said First Amendment amended and restated that certain Employment Agreement between the Company and Mr. Said, effective February 1, 2019.

 

Pursuant to the Said First Amendment: (i) Mr. Said shall serve as the Company’s Chief Operating Officer (“COO”), effective from January 16, 2024; (ii) the pre-tax annual base salary for Mr. Said remains at US$204,000; and (iii) Mr. Said shall perform the duties and responsibilities (a) typically associated with the office of COO of a similarly sized U.S. listed public company in the oil and gas exploration and production sector and (b) outlined in the Said First Amendment. As a result of the Said First Amendment, Mr. Said, is the COO, and is no longer the Chief Business Development Officer of the Company, and no other individual was appointed to this position.

 

On January 16, 2024, the Company entered into a First Amendment to Employment Agreement (the “Wu First Amendment”) with Chia Hsin “Charlie” Wu, the Company’s COO. The effective date of the Wu First Amendment was January 16, 2024. The Wu First Amendment amended and restated that certain Employment Agreement between the Company and Dr. Wu, effective February 1, 2019.

 

Pursuant to the Wu First Amendment: (i) Dr. Wu shall serve as the Company’s Chief Technology Officer (“CTO”), effective from January 16, 2024; (ii) the pre-tax annual base salary for Dr. Wu remains at US$204,000; (iii) Dr. Wu shall perform the duties and responsibilities (a) typically associated with the office of CTO of a similarly sized U.S. listed public company in the oil and gas exploration and production sector and (b) outlined in the Wu First Amendment. As a result of the Wu First Amendment, Dr. Wu is the CTO, and is no longer the COO of the Company.

 

Except for the foregoing, no further changes were made to either the Said First Amendment or the Wu First Amendment.

 

The foregoing description of the Said First Amendment and the Wu First Amendment is a summary only and does not purport to be complete and, is qualified in its entirety by reference to the full text of such documents, the forms of which is attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

 

 

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, thereunto duly authorized.

 

	INDONESIA ENERGY CORPORATION LIMITED
Dated: January 18, 2024	By:	/s/ Wirawan Jusuf
	Name:	Wirawan Jusuf
	Title:	Chief Executive Officer

 

 

EXHIBIT INDEX

 

Exhibit Number		Description
10.1		First Amendment to Employment Agreement, dated January 16, 2024, between the Company and Mirza F. Said.
10.2		First Amendment to Employment Agreement, dated January 16, 2024, between the Company and Chia Hsin “Charlie” Wu.

 

 

 

Exhibit 10.1

 

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

 

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into as of January 16, 2024 (the “Execution Date”) by and between Indonesia Energy Corporation Limited, a Cayman Islands exempted company (the “Company”) and Mirza F. Said, an individual (the “Executive”).

 

WHEREAS, the Company and the Executive entered into that certain Employment Agreement that became effective as of February 1, 2019 (the “Agreement”); and

 

WHEREAS, the Company and the Executive wish to amend the Agreement on the terms set forth herein.

 

NOW THEREFORE, in consideration of the mutual premises, covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt, and legal adequacy of which is hereby acknowledged, the Company and the Executive, intending to be legally bound, hereby agree to amend the Agreement as follows:

 

1. Capitalized Terms. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

 

2. Amendment to Section 1. Effective January 16, 2024, the Company and the Executive hereby completely amend and restate Section 1 of the Agreement and replace such Section in its entirety with the following: “As of the Effective Date, the Company shall employ the Executive as, and the Executive hereby accepts the position of, chief operating officer (“COO”) of the Company (the “Employment”) on the terms and conditions set forth herein.”

 

3. Base Salary Acknowledgement. The Company acknowledges and agrees that the Executive’s pre-tax annual base salary will remain at US$204,000.

 

4. Amendment to Section 3. Effective January 16, 2024, the Company and the Executive hereby completely amend and restate Section 3(a) of the Agreement and replace such Section 3(a) in its entirety with the following: “The Executive’s duties at the Company will include all the duties and responsibilities typically associated with the office of COO of a similarly sized, U.S. listed public company in the oil and gas exploration and production sector. As COO of the Company, the Executive shall be responsible for, amongst other customary matters as may be determined from time to time by the Company’s Board of Directors (including any designated committee thereof, the “Board”), the duties and responsibilities as set out in APPENDIX A hereto (which Appendix is incorporated by reference herein and made a part hereof). During the term of his Employment, Executive shall report to and be responsible to the Chief Executive Officer of the Company (the “CEO”).”

 

5. Effective January 16, 2024, the Company and the Executive hereby completely amend and restate APPENDIX A of the Agreement and replace such Section in its entirety with APPENDIX A attached herein.

 

6. No Other Amendments. Nothing in this Amendment is intended to amend any language of the Agreement other than as specifically set forth above, and the remainder of the Agreement shall be unmodified and in full force and effect.

 

 

IN WITNESS WHEREOF, each of the Company and the Executive has executed this First Amendment to Employment Agreement as of the date first above written.

 

	Indonesia Energy Corporation Limited
	By:	/s/ Wirawan Jusuf
		Wirawan Jusuf
		CEO
	/s/ Mirza F. Said
	Mirza F. Said

 

 

APPENDIX A

 

Summary:

 

The Chief Operating Officer (“COO”) is responsible for the operations of the Company and Group and related activities. The primary responsibility of the COO is to lead the day-to-day operations of the business of the Company and the Group in accordance with the Company’s strategic plan and operating and capital budgets as approved by the Board.

 

Description of Duties:

 

1.	Overall mission:

 

a.

Oversee the day-to-day operations of the business of the Company and the Group;

 

b.

Develop, in collaboration with the CEO and the Chief Financial Officer (“CFO”) an annual operating plan that supports the Company’s current and long term operations strategy;

 

c.

Assist the CEO and the CFO in developing and overseeing the long-term business strategies of the Company;

 

d.

Assist the CEO in overseeing the Company’s achievement and maintenance of a satisfactory competitive position within its industry; and

 

e.

Keep the CEO fully informed in a timely and candid manner of the conduct of the day-to-day operations of the Company towards the achievement of its established goals and of all material deviations from the goals or objectives and policies established by the Board;

 

2.	Operations:

 

a.

With respect to operational matters, ensure proper communications, resolution of issues and project development;

 

b.

Ensure the development of appropriate and legally compliant health and safety practices for the Company and oversee compliance with those practices;

 

c.

Be available to brief the CEO on operational matters for review in advance of meetings of the Board; and

 

d.

As requested by the Board, attend meetings of the Board and its Committees and present the information necessary or relevant to the Board or such Committee for discharging its duties;

 

3.	General responsibilities:

 

a.

Foster a corporate culture that promotes ethical practices, customer focus and service and encourages individual integrity;

 

b.

Maintain a positive and ethical work climate that is conducive to attracting, retaining and motivating a diverse group of top-quality employees at all levels;

 

c.

Coordinate the sustainability strategies of the Company and the Group;

 

d.

Assess and manage the principal risks of the Company’s business within operations (proposals, projects and staffing);

 

e.

Ensure that there is an effective succession plan in place for the COO position and other key employees of the Company reporting to the COO;

 

f.

Assist the CEO in establishing and maintaining an appropriate organizational structure for the Company and the Group;

 

g.

Evaluate the performance of employees of the Company reporting to the COO; and

 

h.

Perform other functions related to the office of the COO or as may be requested by the CEO or the Board.”

 

 

 

Exhibit 10.2

 

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

 

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into as of January 16, 2024 (the “Execution Date”) by and between Indonesia Energy Corporation Limited, a Cayman Islands exempted company (the “Company”) and Chia Hsin “Charlie” Wu, an individual (the “Executive”).

 

WHEREAS, the Company and the Executive entered into that certain Employment Agreement that became effective as of February 1, 2019 (the “Agreement”); and

 

WHEREAS, the Company and the Executive wish to amend the Agreement on the terms set forth herein.

 

NOW THEREFORE, in consideration of the mutual premises, covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt, and legal adequacy of which is hereby acknowledged, the Company and the Executive, intending to be legally bound, hereby agree to amend the Agreement as follows:

 

1. Capitalized Terms. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

 

2. Amendment to Section 1. Effective January 16, 2024, the Company and the Executive hereby completely amend and restate Section 1 of the Agreement and replace such Section in its entirety with the following: “As of the Effective Date, the Company shall employ the Executive as, and the Executive hereby accepts the position of, chief technology officer (“CTO”) of the Company (the “Employment”) on the terms and conditions set forth herein.”

 

3. Base Salary Acknowledgement. The Company acknowledges and agrees that the Executive’s pre-tax annual base salary will remain at US$204,000.

 

4. Amendment to Section 3. Effective January 16, 2024, the Company and the Executive hereby completely amend and restate Section 3(a) of the Agreement and replace such Section 3(a) in its entirety with the following: “The Executive’s duties at the Company will include all the duties and responsibilities typically associated with the office of CTO of a similarly sized, U.S. listed public company in the oil and gas exploration and production sector. As CTO of the Company, the Executive shall be responsible for, amongst other customary matters as may be determined from time to time by the Company’s Board of Directors (including any designated committee thereof, the “Board”), the duties and responsibilities as set out in APPENDIX A hereto (which Appendix is incorporated by reference herein and made a part hereof). During the term of his Employment, Executive shall report to and be responsible to the Chief Executive Officer of the Company (the “CEO”).”

 

5. Effective January 16, 2024, the Company and the Executive hereby completely amend and restate APPENDIX A of the Agreement and replace such Section in its entirety with APPENDIX A attached herein.

 

6. No Other Amendments. Nothing in this Amendment is intended to amend any language of the Agreement other than as specifically set forth above, and the remainder of the Agreement shall be unmodified and in full force and effect.

 

 

IN WITNESS WHEREOF, each of the Company and the Executive has executed this First Amendment to Employment Agreement as of the date first above written.

 

	Indonesia Energy Corporation Limited
	By:	/s/ Wirawan Jusuf
		Wirawan Jusuf
		CEO
	/s/ Chia Hsin “Charlie” Wu
	Chia Hsin “Charlie” Wu

 

 

APPENDIX A

 

Chief Technology Officer (“CTO”) job description:

 

	●	Lead the strategy for technology platforms for exploration, development & production activities
	●	Represent the technological agenda in staff meetings
	●	Identify, compare, select and implement technology solutions to meet current and future needs
	●	Create overall technology standards and practices and ensure adherence
	●	Consolidate our technology platforms and create plans for each
	●	Track, analyze and monitor technology performance metrics
	●	Keep abreast of new technology trends and best practices in the oil and gas industry
	●	Take the initiative in thought leadership, innovation and creativity
	●	Work closely with Marketing, Business Development and Operations to define and deliver new products and enhancements

 

 

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