Form 8-K - Current report
March 07 2024 - 3:12PM
Edgar (US Regulatory)
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2024-01-04
2024-01-04
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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): January 4, 2024
KeyStar
Corp.
(Exact
name of registrant as specified in its charter)
Nevada |
|
000-56290 |
|
85-0738656 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
78
SW 7th Street, Suite
500, Miami,
Florida |
|
33130 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (866) 783-9435
(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 (17CFR 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: None.
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
2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
In
a Current Report on Form 8-K filed on January 4, 2024, KeyStar Corp., a Nevada corporation (the “Company,” “we”
or “our”) disclosed that on December 29, 2023 the Company entered into a Fifth Amended and Restated Discretionary
Non-Revolving Line Of Credit Demand Note with Excel Family Partners, LLLP, a Florida limited liability limited partnership in the principal
amount of not more than $2,000,000 (the “Note”). The aggregate outstanding principal balance of all loans under the
Note as of the date of the Note was $1,135,000.
Since
the date of the Note, we have borrowed an additional aggregate amount of $2,975,000 under the Note on six different occasions, including:
$1,000,000 on January 4, 2024; $550,000 on January 10, 2024; $200,000 on January 29, 2024; $350,000 on February 5, 2024; $450,000 on
February 23, 2024; and $425,000 on February 27, 2024. As of March 7, 2024, the aggregate outstanding principal balance of all loans under
the Note is $4,088,800.
The
full text of the Note is attached as Exhibit 10.1 hereto and is incorporated by reference herein. You are urged to read said exhibit
attached hereto in its entirety.
Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
Appointment
of New Officer:
On
March 1, 2024, the board of directors of the Company (the “Board”) appointed James Mackey (“Mackey”)
as the Company’s new Chief Financial Officer, Principal Financial and Accounting Officer and Treasurer, effective immediately.
The Company did not enter into an Employment Agreement with Mackey. He received a simple offer letter the Company provides all new employees
that states he will receive an annual salary of $275,000. He is also eligible to participate in the Company’s other benefit plans.
Mackey and the Company entered into a standard written Employment Conditions Agreement which the Company enters into with all new employees.
This agreement contains typical provisions regarding Confidentiality, Inventions, Records, Restrictive Covenants, including a one-year
post employment non-compete provision and other similar provisions.
James
Mackey; Chief Financial Officer, Principal Financial and Accounting Officer and Treasurer; Age 56. With more than 30 years
of experience in financial services, investment banking and public accounting, Mackey has a track record of senior leadership roles across
a wide variety of businesses. Most recently, from July 2020 to December 2023, Mackey served as Executive Vice President and Chief Financial
Officer of the Consumer Lending Division at Wells Fargo, with over $12 billion in revenue across multiple businesses including credit
cards, mortgage, merchant services, auto lending and personal lending. Prior to Wells Fargo, Mackey served as Executive Vice President,
Chief Financial Officer and member of the Operating Committee at Freddie Mac from November 2013 to June 2020. As CFO of Freddie Mac,
a $2 trillion asset company providing liquidity and stability to the home mortgage market, Mackey was a key leader in driving financial,
operational, and cultural change to prepare the company for a competitive commercial future. Mackey also served as Chief Financial Officer
from 2010 to 2013 at Ally Financial, an all-digital bank which serves 11 million customers across a variety of banking, lending and brokerage
services. Prior to that he spent 11 years at Bank of America serving in many roles, including Managing Director in Structured Products
and Divisional Chief Financial Officer. Mr. Mackey earned his Master’s Degree in Accounting and a Bachelor’s Degree in Business
Administration from the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill.
Executive
Officer Qualifications for Mackey:
We
believe that Mackey should serve as our Chief Financial Officer, Principal Financial and Accounting Officer and Treasurer due to his
more than 30 years of extensive financial and business experience in a wide variety of entities.
Item
9.01 |
Financial
Statements and Exhibits |
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.
Date:
March 7, 2024 |
KEYSTAR
CORP. |
|
|
|
|
By: |
/s/
James Mackey |
|
|
James
Mackey, CFO |
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