Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective
August 17, 2022, the Board of Directors (the “Board”) of Basanite, Inc. (the “Company”) appointed
Lisa H. Gainsborg, CPA as Chief Financial Officer, Treasurer and Secretary of the Company. The following is certain biographical information
for Ms. Gainsborg:
Lisa H. Gainsborg, 56, has
extensive knowledge and experience in accounting and finance, including with regard to financial statement preparation, Securities and
Exchange Commission reporting requirements, Sarbanes-Oxley compliance, the creation of accounting and reporting controls and procedures
and enterprise resource planning systems. Since 2019, through her certified public accounting firms, Ms. Gainsborg has provided consulting
services as a chief financial officer as well as tax preparation services for companies. From December 2014 through October 2019, Ms.
Gainsborg was the Vice President of Finance at Zero Gravity Solutions, Inc., a publicly reporting company, where she was responsible for
preparing Securities and Exchange Commission filings and managing external audits. Ms. Gainsborg also managed, reviewed, and provided
the documentation for tax returns for various federal and state filings. From August 2003 through November 2016, Ms. Gainsborg served
as President of A+ Accounting Services, Inc., where she was responsible for managing, accounting, budgeting, and tax services for clients.
She also provided chief financial officer consulting services and accounting system support for clients and also prepared corporate, partnership,
and individual tax returns. Ms. Gainsborg is a Certified Public Accountant in Florida and Maryland and received a Bachelor of Business
Administration in Accounting from Hofstra University in 1989.
On August 17, 2022 (the “Start
Date”), the Company and Ms. Gainsborg has entered into an employment letter (the “Employment Letter”) regarding
her service with the Company. Pursuant to the Employment Letter, Ms. Gainsborg’ employment with the Company shall be “at will”
and may be terminated by either party on thirty (30) days’ prior written notice.
Ms. Gainsborg’s base salary
(“Base Salary”) will be at a rate of One Hundred Twenty-Five Thousand Dollars ($125,000) per year, payable in accordance
with the regular payroll practices of the Company. The Base Salary will be revisited for possible upward adjustment at such time as the
Company’s common stock becomes listed on a national securities exchange (including any tier of The Nasdaq Stock Market). Ms. Gainsborg
may receive an annual cash and/or equity in the sole discretion of the Board. Such bonus shall be determined based on such factors as
the Board deems appropriate, including performance targets approved by the Board. Ms. Gainsborg will also be eligible for equity grants
pursuant to any Company equity plan approved and adopted by the Board and the Company’s stockholders. Other than the Initial Option
Grant (defined below), equity grants to Ms. Gainsborg and the amounts thereof will be determined in accordance with the metrics approved
from time to time by Board.
As of the Start Date, Ms. Gainsborg
was granted 5-year, non-qualified options to purchase Seven Hundred Fifty Thousand (750,000) shares of Company common stock (the “Initial
Option Grant”). The Initial Option Grant was memorialized pursuant to a Non-Qualified Stock Option Agreement (the “Option
Agreement”). The exercise price of the Initial Option Grant shall be $0.109, the closing price of the Common Stock on the Start
Date. The Initial Option Grant shall vest as follows: (i) options to purchase Five Hundred Thousand (500,000)
shares of common stock shall vest in equal quarterly installments of Sixty-Two Thousand Five Hundred (62,500) options over two (2) years
from the Start Date and (ii) options to purchase Two Hundred Fifty Thousand (250,000) shares of common stock shall vest on the date that
the Company reports (via its filings with the Securities and Exchange Commission) two (2) consecutive quarters of positive cash flow from
operations. The Option Agreement contains customary terms regarding the treatment of the options upon the death, disability or employment
termination of Ms. Gainsborg.
The Employment Letter contains customary
confidentiality provisions.
The
foregoing descriptions of the Employment Letter and Option Agreement are a summary only and do not purport to be complete and, is qualified
in its entirety by reference to the full text of such documents, copies of which are attached hereto as Exhibits 10.1 and 10.2, which
full texts are incorporated herein by reference.
