AWCA 8-K
Awaysis Capital, Inc. (AWCA)
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
Date
of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code:
(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 June 29, 2024 (the “Effective Date”), Awaysis Capital, Inc. (the “Company”) entered into a First Amendment to Employment Agreement (the “Amendments”) with each of Michael Singh, the Company’s Chairman and Chief Executive Officer, and Andrew Trumbach, the Company’s President and Chief Financial Officer.
The Amendments each provide that Mr. Singh and Dr. Trumbach will be Co-Chief Executive Officers. In addition to being a Co-Chief Executive Officer, (a) Mr. Singh will also remain as Chairman of the Board of Directors and (b) Dr. Trumbach will also remain as Chief Financial Officer but will relinquish his title of President.
The foregoing is a brief description of the Amendments, and is qualified in its entirety by reference to the full text of such documents, which are attached to this Current Report on Form 8-K and incorporated herein.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit | Description | |
| 10.1 | First Amendment to Employment Agreement with Michael Singh | |
| 10.2 | First Amendment to Employment Agreement with Andrew Trumbach | |
| 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: August 7, 2024 | ||
| AWAYSIS CAPITAL, INC. | ||
| By: | /s/ Andrew Trumbach | |
| Name: | Andrew Trumbach | |
| Title: | Co-Chief Executive Officer and CFO | |
Exhibit 10.1
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
First Amendment (“Amendment”), dated June 29, 2024, to the Employment Agreement dated February 13, 2022 (the “Agreement”), by and between AWAYSIS CAPITAL, INC., a Delaware corporation (hereinafter referred to as the “Company”), and MICHAEL SINGH (hereinafter referred to as the “Employee”).
RECITALS
WHEREAS, the Company and the Employee entered into an employment relationship on or about December 1, 2021 (the “Start Date”), and have memorialized terms of employment retroactively to the Start Date in the Agreement;
WHEREAS, the Company and the Employee desire to amend the Agreement as more particularly set forth herein; and
WHEREAS, Section 6.6 of the Agreement provides that no amendment to the Agreement shall be valid or binding unless set forth in writing and duly executed by both of the parties thereto.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in the Agreement, the parties agree as follows:
| 1. | Amendments to Agreement. |
(a) Section 1.1 of the Agreement is hereby amended to replace the term “President” with the following: “Co-Chief Executive Officer”.
| 2. | Miscellaneous. |
(a) Except as expressly set forth herein, the Agreement shall remain in full force and effect.
(b) The headings of the sections of this Amendment have been inserted for convenience of reference only and shall not be deemed to be a part of this Amendment.
(c) Capitalized terms used herein, unless otherwise defined, shall have the meanings ascribed to them in the Agreement.
(d) This Amendment, together with the Agreement, contain the entire agreement between the Company and the Employee with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, agreements, and understandings, written or oral, if any. In any event of a contradiction between the provisions of this Amendment and any prior agreement, whether written or oral, the provisions of this Amendment shall prevail.
(e) This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Fax and electronic signatures shall be deemed originals for all purposes hereof.
(f) This Amendment shall be governed by, and construed in accordance with, the laws of the State of Florida.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned have executed and delivered this Amendment as of the day and year first written above.
| AWAYSIS CAPITAL, INC. | ||
| By: | /s/ Tyler A. Trumbach | |
| Name: | Tyler A. Trumbach, Esq. | |
| Title: | Chief Legal Counsel | |
| /s/ Michael Singh | ||
| Name: | MICHAEL SINGH | |
Exhibit 10.2
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
First Amendment (“Amendment”), dated June 29, 2024, to the Employment Agreement dated February 9, 2023 (the “Agreement”), by and between AWAYSIS CAPITAL, INC., a Delaware corporation (hereinafter referred to as the “Company”), and ANDREW E. TRUMBACH (hereinafter referred to as the “Employee”).
RECITALS
WHEREAS, the Company and the Employee entered into an employment relationship on or about December 1, 2021 (the “Start Date”), and have memorialized terms of employment retroactively to the Start Date in the Agreement;
WHEREAS, the Company and the Employee desire to amend the Agreement as more particularly set forth herein; and
WHEREAS, Section 6.6 of the Agreement provides that no amendment to the Agreement shall be valid or binding unless set forth in writing and duly executed by both of the parties thereto.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in the Agreement, the parties agree as follows:
| 1. | Amendments to Agreement. |
(a) Section 1.1 of the Agreement is hereby amended to replace “in the position of President (the “Position”)” therein with the following: “in the positions of Co-Chief Executive Officer and Chief Financial Officer (collectively, the “Position”)”.
| 2. | Miscellaneous. |
(a) Except as expressly set forth herein, the Agreement shall remain in full force and effect.
(b) The headings of the sections of this Amendment have been inserted for convenience of reference only and shall not be deemed to be a part of this Amendment.
(c) Capitalized terms used herein, unless otherwise defined, shall have the meanings ascribed to them in the Agreement.
(d) This Amendment, together with the Agreement, contain the entire agreement between the Company and the Employee with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, agreements, and understandings, written or oral, if any. In any event of a contradiction between the provisions of this Amendment and any prior agreement, whether written or oral, the provisions of this Amendment shall prevail.
(e) This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Fax and electronic signatures shall be deemed originals for all purposes hereof.
(f) This Amendment shall be governed by, and construed in accordance with, the laws of the State of Florida.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned have executed and delivered this Amendment as of the day and year first written above.
| AWAYSIS CAPITAL, INC. | ||
| By: | /s/ Tyler A. Trumbach | |
| Name: | Tyler A. Trumbach, Esq. | |
| Title: | Chief Legal Counsel | |
| /s/ Andrew E. Trumbach | ||
| Name: | ANDREW E. TRUMBACH | |