Current Report Filing (8-k)
February 25 2022 - 7:17AM
Edgar (US Regulatory)
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2022-02-18
2022-02-18
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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): February
18, 2022
LODE-STAR MINING INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other
jurisdiction of incorporation) |
|
000-53676
(Commission
File Number) |
|
47-4347638
(I.R.S. Employer
Identification No.) |
|
1 East Liberty Street, Suite 600
Reno, NV
(Address of principal executive offices) |
|
89501
(Zip Code) |
Registrant’s telephone number, including area
code: (775) 234-5443
(Former name or former address,
if changed since last report)
N/A
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 each exchange on which registered |
| None |
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. ☐
Section 1 – Registrant’s Business and
Operations
Item 1.01 Entry into a Material Definitive Agreement.
Effective as of February 18, 2022, Lode-Star Mining
Inc. (the “Company”) appointed Dr. Liora Zilberson as the Chief Executive Officer and as a member to the Board of Directors
of the Company.
Employment Agreement with the Chief Executive Officer
Pursuant to the terms of the Employment Agreement
effective as of February 1, 2022 with Liora Zilberson (the “Executive”), the Executive will be the Chief Executive Officer
and a director of the Company for two years, with automatic renewals as long as either party did not notify the other within 30 days prior
to termination that it does not desire to renew the agreement. The Company agreed to pay the Executive 35,000 New Israel Shekels per month.
The Executive agreed to be responsible for all taxes due to the State of Israel as a result of her employment with the Company.
The Executive was issued 10,000,000 shares of common
stock of the Company.
The Executive agreed not to resign from her employment
with the Company other than upon 3 months’ prior written notice. If there is a change of control (as defined in the Employment Agreement),
the Company agreed to pay the Executive ten times her monthly salary. The Company has the right to terminate the Executive for good cause
or without cause. If the Executive is terminated for good cause, the Executive shall only be entitled to the monthly salary then owed
up to the date of termination; if other than for good cause, the Executive shall be entitled to her accrued monthly salary plus an additional
3 months of such salary.
The Executive agreed that any developments, inventions,
ideas, original works or authorship or any other work product relating to the research, development
and commercialization of a proprietary stabilized formulation of the Epigallocatechin-gallate (EGCG) molecule
generally, in whole or in part conceived or made by her, shall belong exclusively to the Company.
For all the terms and conditions of the Employment
Agreement with the Executive, reference is hereby made to such agreement annexed hereto as Exhibit 10.10. All statements made herein concerning
the foregoing agreement are qualified by references to said exhibit.
Section 3 - Securities and Trading Markets
Item 3.02
Unregistered Sale of Equity Securities.
Reference is made to the disclosure set forth under
Item 1.01 above, which disclosure is incorporated herein by reference.
The issuance of the common stock to the
Executive was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”), as a transaction by an issuer not involving any public offering. At the time of issuance, the common stock was deemed
to be restricted securities for purpose of the Securities Act and will bear restrictive legends to that effect.
Section 5 Corporate Governance
and Management
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Chief Executive Officer and Director
Effective as of February 18, 2022, the Board appointed
Liora Zilberson as the Chief Executive Officer of the Company and as member to the Board of Directors of the Company.
Since April 2017, Dr. Zilberson has been the director
of CMC Operations and Project Management at Sapir Pharmaceuticals, Inc. From January 2015 through March 2017, she was the Chief Executive
Officer at N2B (Nose to Brain). From 2010 through 2014, Dr. Zilberson was the international market project manager at Teva Pharmaceutical,
and from 2004 through 2010 she worked in the research and development department. Dr. Zilberson received her BSc in biotechnology engineering
at Ort Braude College. She received a certificate of excellence award from the Israel Defense Forces in 1998 for as an outstanding officer.
Dr. Zilberson has not entered any arrangement or understanding
with any other person pursuant to which she was appointed other than as described above. Except as otherwise set forth above, there are
no arrangements or understandings between the Executive and any other person pursuant to which she was appointed as an officer of the
Company. Further, there are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction,
in which the Company is a participant and in which Dr. Zilberson had, or will have, a direct or indirect material interest.
The Company has not entered into, nor does it expect
to enter into any transaction with Dr. Zilberson in which she had or will have a direct or indirect material interest other than as described
above. Dr. Zilberson is neither a party to, nor a participant in, any material plan, contract or arrangement whose appointment to the
Board could act as a triggering event, modification, grant, or award under any existing plan, contract or arrangement other than the Employment
Agreement described above.
Dr. Zilberson has not entered any arrangement or understanding with any
other person pursuant to which she was selected for appointment as the Chief Executive Officer of the Company.
Samuel Sternheim was appointed as a director of
the Company effective as of January 14, 2022. On said date, Mr. Sternheim was also appointed as the chief financial officer of the Company.
Resignation of Director
On February 17, 2022, Thomas Temkin notified the
Company that he was resigning as the Chief Operating Officer and from the Board of Directors of the Company, effective February
18th, 2022. Mr. Temkins resignation was not due to any matter related to the Company’s operations, policies or practices, his
experiences while serving on the Board of Directors of the Company or any disagreement with the Board or management team.
Change of Chief Executive Officer
Upon appointment of Dr Zilberson, Mark Walmesley immediately
steps down as CEO and continues service the Company as President.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) 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.
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LODE-STAR MINING INC. |
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| Date: February 24, 2022 |
By: |
/s/ Mark Walmesley |
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Name: |
Mark Walmesley |
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Title: |
President |
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