MGO Global Inc 8-K, filed Jan 19, 2024
MGO Global Inc. (MGOL)
About this 8-K
MGO Global Inc filed this 8-K on January 19, 2024, reporting on events of January 15, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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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 Officers; Compensatory Arrangements of Certain Officers.
(b) Departure of Principal Financial Officer
Effective as of January 15, 2024, Vincent Ottomanelli resigned from his position as Chief Financial Officer of MGO Global Inc., a Delaware corporation (the “Company”). As a result of Mr. Ottomanelli’s resignation as the Company’s Chief Financial Officer, he relinquished his role as the Company’s “Principal Financial and Accounting Officer” for Securities and Exchange Commission (“SEC”) reporting purposes. In connection with his resignation, on January 15, 2024, the independent contractor agreement between the Company and Mr. Ottomanelli, dated November 3, 2022, as amended, was terminated. Mr. Ottomanelli’s resignation did not result from any disagreement with the Company.
In connection with Mr. Ottomanelli’s resignation, the Board of Directors of the Company (the “Board”) approved the acceleration of the vesting date of 100,000 five-year stock options previously granted to Mr. Ottomanelli by changing the vesting date to January 15, 2024. The Board also approved a cash bonus of $13,500 to be paid to Mr. Ottomanelli in consideration of his meeting certain defined six-month performance objectives set forth by the Board of Directors for the second half of 2023, ended December 31, 2023. Mr. Ottomanelli has agreed to serve in a paid advisory role for a minimum of two (2) consecutive months to assist with the transition to the new Chief Financial Officer for which the Company will pay him a monthly cash fee of $5,000.
(c) Appointment of Principal Financial Officer
Concurrently with Mr. Ottomanelli’s resignation, Dana Perez was appointed as the Chief Financial Officer of the Company effective as of January 15, 2024.
Dana Perez, age 46, brings over two decades of experience in accounting spanning numerous industries. Prior to joining the Company, Ms. Perez served as the principal of Eschenburg Perez CPA, LLC, a specialty financial consulting firm she founded in October 2020 to provide outsourced CFO services to public and private companies and non-profit organizations. A Florida licensed CPA, she has specialized expertise in the areas of audit management and oversight, SEC compliance and reporting, technical memo preparation, government contract compliance, financial statement presentation and analysis, general ledger management and workflow automation implementation. From June 2021 through December 2022, Ms. Perez served as Chief Financial Officer of Jupiter Neurosciences; and from May 2013 through April 2021, she was the CFO of Adopt-A-Family of the Palm Beaches, Inc. Earlier in her career, she served as Manager, National Office of Risk Management and Audit Manager at McGladrey, now RSM US, the fifth largest accounting firm in the United States. Ms. Perez earned both a Bachelor of Science degree and a Master of Science degree in Accountancy from the University of North Carolina Wilmington.
Ms. Perez will be paid an annual base salary of $165,000 and be eligible to receive an annual cash bonus equal to up to 20% of her base salary upon certain performance objectives being achieved by the Company and by Ms. Perez in 2024 fiscal year, with said objectives to be predetermined by the Compensation Committee of the Company on or before February 1, 2024. Ms. Perez was also granted 50,000 restricted stock units upon her appointment pursuant to the Company’s 2023 Equity Incentive Plan, which shall convert into restricted common stock of the Company on January 15, 2025.
There are no arrangements or understandings between Ms. Perez and any other person pursuant to which Ms. Perez was appointed as a Chief Financial Officer of the Company. There are no family relationships between Ms. Perez and any director, executive officer of the Company, or person nominated or chosen by the Company to become a director or executive officer. There are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant, the amount involved exceeds $120,000, and in which Ms. Perez had, or will have, a direct or indirect material interest.
The foregoing is a summary description of certain terms of Ms. Perez’s employment. For a full description of all terms, please refer to the copy of the agreements that are filed herewith as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
Offer letter between MGO Global Inc. and Dana Perez, dated January 15, 2024 | ||
Confidentiality Agreement between MGO Global Inc. and Dana Perez, dated January 15, 2024 | ||
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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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: January 19, 2024 | MGO Global Inc. |
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| By: | /s/ Maximiliano Ojeda |
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| Name: | Maximiliano Ojeda |
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| Title: | Chief Executive Officer |
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EXHIBIT 10.1
January 15, 2024
Dana Perez, CPA
2335 Bellarosa Circle
Royal Palm Beach, Florida 33411
Re: Offer of Employment – Chief Financial Officer
Dear Dana:
MGO Global Inc. (“MGO” or the “Company”) is very pleased to offer you a position as Chief Financial Officer with our Company pursuant to the following terms and conditions of employment. You shall commence employment on January 15, 2024 (your "Commencement Date"). You shall be based in our corporate headquarters located in Fort Lauderdale, Florida; however, you will be permitted to work remotely, as necessary with a minimum of 2 days per week in the office. You will report directly to Maximiliano Ojeda, Chairman and Chief Executive Officer.
As a condition of your employment, and in consideration of your employment and the payments and benefits provided herein, you are required to sign and return to the Company the attached Non-Disclosure Agreement (“NDA”).
Your base salary shall be $165,000 per year, paid in accordance with the Company's standard payroll procedures. You shall be eligible for an annual cash bonus of up to 20% of your then-current base salary, as determined by MGO’s leadership team in its good faith discretion, based on your and the Company’s satisfaction of a combination of personal and Company goals. This bonus is subject to your continued employment with the Company through the time at which the bonus is being paid. Any cash bonus for an applicable calendar year shall be paid no later than the end of the first quarter of the following calendar year. Additionally, the Company shall withhold from any payments made to you (including, without limitation, those specified in this offer letter) all federal, state, local or other taxes and withholdings as shall be required pursuant to any law or governmental regulation or ruling. MGO’s executive management shall review your performance annually and may revise your compensation, subject to approval by the Company’s Compensation Committee.
You will also be granted 50,000 restricted stock units on your Commencement Date in accordance with the Company’s 2022 Equity Incentive Plan. Subject to any acceleration provisions contained in the Plan or any other written agreement authorized by the Plan Administrator governing the terms of this award, these RSUs will vest on the one-year anniversary of their grant date, or January 15, 2025.
Additionally, you participate in the Company’s health and benefits plans in accordance with the Company’s eligibility requirements. Any benefits to which you are entitled shall be determined in accordance with such plans and programs and Company policy that will go into effect for all employees. The Company reserves the right to suspend, amend or terminate any employee benefit plan or program at any time.
This offer is not a guarantee of employment for a specific period of time. Your employment with the Company, should you accept this offer, will be "at-will," which means that you or the Company may terminate your employment for any or no reason, at any time without any severance pay other than salary earned up to the date of termination. In the event you elect to resign your employment with the Company, you agree to provide the Company with 60 days' written notice of your termination of employment. During this notice period, the Company may ask you to perform specific duties or no duties at all and may ask you not to attend work during all or any part of your notice period. During your notice period, you will continue to receive the salary and benefits that you had been receiving immediately prior to such period, subject to any changes generally made for other employees of the Company. Further, upon termination of your employment for any reason, you agree to cooperate with the Company with respect to those business-related matters of which you have knowledge and to assist with the orderly return of Company property and transition of your work to others, as directed by the Company.
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You should be aware that Company employees are not permitted to make any unauthorized use of documents or other information, which could reasonably be considered or construed to be confidential or proprietary information of another individual or company. Likewise, Company employees may not bring with them onto the premises of the Company or place on Company devices or within the Company's information systems any confidential documents or other forms of tangible information relating to their prior employer's business. Further, you represent to the Company that you are not subject to any contract or other restriction or obligation that is inconsistent with your accepting this offer of employment and performing your duties.
This offer of employment and continued employment is conditioned on your establishing your identity and authorization to work as required by the Immigration Reform and Control Act of 1986 (IRCA). You will receive a copy of the Employment Verification Form (I-9), with instructions required by IRCA. Please review this document and bring the appropriate original documentation on your first day of work.
This offer letter, as well as all matters concerning, arising out of or relating to your employment shall be governed by and construed under the laws of the State of Florida, without regard to its conflict-of-law principles. Further, any dispute concerning or arising out of this offer letter or otherwise out of your employment with the Company shall be heard exclusively pursuant to the dispute resolution provisions set forth in the NDA.
By signing this letter, you acknowledge that (1) you have not relied upon any representations other than those set forth in this offer letter or the NDA; (2) the terms of this offer and the NDA constitute the entire understanding and contain a complete statement of all the agreements between you and the Company; (3) this offer letter and the NDA supersede all prior and contemporaneous oral or written agreements, understandings or communications between you and the Company; and (4) any subsequent agreement or representation between you and the Company shall not be binding on the Company unless contained in a writing signed by you and an authorized representative of MGO Global Inc.
Dana, we are very excited about your expanding role at MGO and expect that your efforts will contribute measurably to our Company’s future success.
If you have any questions or issues that may arise after reviewing this offer letter, please don't hesitate to contact me by email at mgo@mgoteam.com. We look forward to welcoming you to MGO Global as our new CFO.
Sincerely,
___________________________________
Maximiliano Ojeda
Chairman and CEO
“Agreed and Acknowledged” (please sign, date and retain a copy for your records)
___________________________________
Dana Perez
Date:
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EXHIBIT 10.2
NON-DISCLOSURE AGREEMENT
This Agreement (“Agreement”) is entered into and effective as of January 15, 2024 between MGO Global Inc., a Delaware corporation (“MGO”), and Dana Perez (the “Candidate”). The parties hereby agree as follows:
1. Purpose. The parties wish to explore employment opportunities with the Candidate; and in connection with this opportunity, MGO may disclose to the Candidate and the Candidate may disclose to MGO certain confidential technical, legal, marketing and business information which the disclosing party desires to treat as confidential.
2. “Confidential Information” means any information disclosed by one party (or its agents, representatives or affiliates [collectively, “Representatives”]) to the other, either directly or indirectly, in writing, orally or by inspection of tangible objects including without limitation documents, computer programs, software, prototypes, samples, designs, drawings, databases, schematics, formulas, inventions and know-how, trade lists or plans, business plans, product development plans and schedules, financial materials, strategic information, forms of agreements, and information relating to customers, suppliers, governmental authorities, personnel and consultants. Confidential Information shall also include (a) any information, material or data provided by third party vendors of the disclosing party; and (b) any analysis, compilations, studies, summaries, extracts or other documentation prepared by the receiving party based on the Confidential Information disclosed by the disclosing party or its vendors. Information communicated orally shall be considered Confidential Information if such information is confirmed in writing as being Confidential Information within 30 days after the initial disclosure.
Confidential Information shall not, however, include any information which: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession. In addition, the receiving party may disclose Confidential Information of the disclosing party that is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and uses diligent reasonable efforts to limit disclosure and assist the disclosing party in obtaining an order protecting the information from public disclosure.
3. Non-use and Non-disclosure. The receiving party agrees not to use any Confidential Information of the disclosing party for any purpose except to evaluate and engage in discussions concerning a potential business opportunity of mutual interest between the parties. The receiving party agrees not to disclose any Confidential Information to third parties, its legal and financial advisors, or to such party’s employees, except to those Representatives of the receiving party who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship. Neither party shall reverse engineer, disassemble or recompile any prototypes, software or other tangible objects with embody the other party’s Confidential Information and which are provided to the party hereunder.
4. Maintenance of Confidentiality. The receiving party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, the receiving party shall take at least those measures that it takes to protect its own confidential information of like kind, but in no event less than due diligence and care. The receiving party shall not make any copies of extracts of the Confidential Information unless the same are previously approved in writing by a duly authorized representative of the disclosing party. Candidate shall reproduce MGO’s proprietary rights notices on any such approved copies or extracts, in the same manner in which such notices were set forth in or on the original.
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5. Independent Development. It is understood that either party may be in discussions with other parties regarding matters and possible business relationships that may be similar to those discussed pursuant to this Agreement. Nothing in this Agreement shall prohibit or limit either party from undertaking independent operations or developments similar to those undertaken by the other party or from discussing with third parties matters and possible business relationships which may be similar to those discussed pursuant to this Agreement, so long as such undertakings and discussions do not violate the terms hereof.
6. No Obligation. Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.
7. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. EACH PARTY MAKES NO WARRANTIES, EXPRESSED, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.
8. Return of Materials. All documents and other tangible objects containing or representing Confidential Information which have been disclosed by either party to the other party, and all copies of extracts thereof which are in the possession of the other party, shall be and remain the property of the disclosing party and shall be promptly returned to the disclosing party upon the disclosing party’s written request, and, in any case, when the discussions relating to the business opportunity referenced in Section 1 hereof terminate.
9. No Rights or License. Nothing in this Agreement is intended to grant any rights to either party under any patent, mask work right or copyright of the other party, nor shall this Agreement grant any party any rights in or to the Confidential Information of the other party except as expressly set forth herein.
10. Term. The term of this Agreement is 12 months. The obligations of each receiving party hereunder shall survive until such time as all Confidential Information of the other party disclosed hereunder becomes publicly known and made generally available through no action or inaction of the receiving party, or five years from disclosure, whichever is later.
11. Remedies and Fees. Each party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies. The prevailing party in any action to enforce this Agreement shall be entitled to costs and attorneys’ fees.
12. Entire Agreement. This document supersedes all prior discussions and writings and contains the entire agreement between the parties with respect to the subject matter hereof.
13. Confidentiality of Agreement. Each party agrees not to advertise, or otherwise make known to others, any information regarding this Agreement or the business opportunity that is the subject hereof, except as may be required by law (including Federal and state securities laws).
14. Standstill. Candidate acknowledges that it is aware that the United States securities laws prohibit any person who has material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of a company which may be a party to a transaction of the type contemplated hereby or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. In this regard, except with the prior written consent of MGO in its sole discretion, the Candidate shall not purchase, offer to purchase, contract to purchase, sell, offer for sale, contract to sell, transfer, distribute, grant any option, right or warrant to purchase, pledge, hypothecate or otherwise acquire or dispose of, directly or indirectly, any securities of MGO during the term of this Agreement and for a period of 90 days thereafter.
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15. Severability. In the event that any of the provisions of this Agreement shall be held by a court or tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force or effect.
16. Governing Law. This Agreement shall be governed by the laws of the State of Florida without reverence to its conflict of laws principles.
17. Not a Waiver. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision.
18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which together shall constitute one instrument.
19. Miscellaneous. This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. Neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth herein. This Agreement may not be amended, nor any obligation waived, except by a writing signed by a duly authorized representative of each of the parties hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above.
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| Maximiliano Ojeda Chairman and CEO | |
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| Dana Perez |
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