Form 8-K - Current report
October 10 2023 - 11:28AM
Edgar (US Regulatory)
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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): September 12, 2023
AWAYSIS
CAPITAL, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware |
|
000-21477 |
|
27-0514566 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
3400
Lakeside Drive, Suite 100, Miramar, Florida 33027
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (855) 795-3311
(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 (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 exchange on which registered |
N/A |
|
N/A |
|
N/A |
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 Directors; Compensatory Arrangements of Certain Officers. |
On
September 12, 2023, the Board of Directors of Awaysis Capital, Inc. (the “Company”) accepted the resignation of Amir Vasquez,
the Company’s then-Chief Financial Officer. Also on September 12, 2023, Andrew Trumbach, the Company’s current President
and a director, was reappointed as Chief Financial Officer of the Company to replace Mr. Vasquez. Dr. Trumbach is remaining as President
and a director of the Company.
No
payments have been made to Mr. Vasquez as a result of his resignation with the Company.
Dr.
Trumbach’s employment with the Company will continue to be governed by his existing employment agreement dated February 13, 2023
(the “Agreement”).
Pursuant
to the Agreement, Dr. Trumbach will receive an annual base salary of $750,000 (the “Base Salary”), retroactive to December
1, 2021 which was the approximate date he commenced his employment relationship with the Company. The Base Salary will be reviewed on
an annual basis to determine potential increases, if any, based on Dr. Trumbach’s performance and that of the Company. The Base
Salary may be paid in shares of the Company’s common stock or cash depending on cash availability and as agreed to by the Company
and Dr. Trumbach.
Dr.
Trumbach was granted (a) restricted shares of Company common stock equal in value to $500,000 and at an assumed per share value of par
value, or 50,000,000 shares (the “Restricted Stock”), which Restricted Stock shall vest 50% on the date of grant and 50%
on December 1, 2023, and (b) options to purchase an aggregate of 11,250,000 shares of the Company’s common stock at an exercise
price per share equal to the fair market value of the Company’s common stock on the date of grant, and which shall vest upon grant.
He will also be entitled to participate in the Company’s incentive plans from time to time. Additionally, Dr. Trumbach may earn
an annual bonus of up to 100%-400% of Base Salary, payable based on objectives and performance in the previous fiscal year.
Dr.
Trumbach is also entitled to customary benefits and vacation, and is subject to customary confidentiality, ownership of intellectual
property, non-disparagement, non-solicitation and non-compete provisions, as described in the Agreement.
The
Agreement may be terminated by the Company at any time without prior notice for “Cause”, as defined in the Agreement. Upon
termination for Cause, Dr. Trumbach will be provided with any unpaid, earned Base Salary up to the date of termination.
The
Agreement may be terminated at any time without Cause, and provided that Dr. Trumbach executes a general release, the Company shall pay
to Dr. Trumbach an amount equal to 12-months’ Base Salary (the “Severance”) plus accrued unused vacation; provided
that the Company shall not be required to pay the Severance in the event the Company elects to enforce the Agreement’s non-competition
provisions and pay salary post-termination pursuant to the terms of the Agreement.
Dr.
Trumbach can terminate the Agreement and his employment at any time for any reason on 30 days prior written notice. In case of “Good
Reason,” as defined in the Agreement, the Company shall pay to Dr. Trumbach the Severance plus accrued unused vacation; provided
that the Company shall not be required to pay the Severance in the event the Company elects to enforce the Agreement’s non-competition
provisions and pay salary post-termination pursuant to the terms of the Agreement.
If
Dr. Trumbach dies while employed, the Agreement shall terminate immediately and the Company shall pay to his estate, any earned Base
Salary and accrued vacation, if any, that is unpaid up to the date of his death. The Company may terminate the Agreement as a result
of any mental or physical disability or illness which results in (a) Dr. Trumbach being unable to substantially perform his duties for
a continuous period of 150 days or for periods aggregating 180 days within any period of 365 days or (b) Dr. Trumbach being subject to
a permanent or indefinite inability to perform essential functions based on the opinion of a qualified medical provider chosen by the
Company. Such termination will be effective on the date designated by the Company, and Dr. Trumbach will be paid his annual Base Salary,
accrued vacation, if any, and certain benefits as set out in the Agreement through the date of termination.
The
foregoing is a brief description of the Agreement, and is qualified in its entirety by reference to the full text of the Agreement.
Item
9.01 |
|
Financial
Statements and Exhibits. |
|
|
|
Exhibit |
|
Description |
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 thereunto duly authorized.
Date:
October 10, 2023 |
|
|
|
|
AWAYSIS
CAPITAL, INC. |
|
|
|
|
By: |
/s/
Andrew Trumbach |
|
Name:
|
Andrew
Trumbach |
|
Title: |
President
and CFO |
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