BASA 8-K
Basanite, Inc. (BASA)
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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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 6, 2023, Mr. Michael V. Barbera stepped down from the role of Acting Interim Chief Executive Officer of the Company to retire for personal reasons while remaining on the Board of Directors.
On April 6, 2023, the Board of Directors, through a vote of Unanimous Written Consent engaged Mr. Tom Richmond, 64, to serve as the Interim Chief Executive Officer through August 31, 2023. Mr. Richmond has over 35 years of senior executive experience in general management in B2B and B2C companies. Mr. Richmond has P&L experience at numerous manufacturing companies that have ranged in size from single plant businesses generating $20 million in annual sales to multi-plant companies with global operations generating over $500 million in annual sales.
Mr. Richmond served as President of The Little Tikes Company and EVP of MGA Entertainment from September of 2008 until May of 2014. From September of 2014 until January of 2017 Mr. Richmond served as Executive Chairman of Dutchland Plastics. From May of 2014 until present he is an investor and operating partner in CPI Products as well as a consultant and Board Advisor to Semco Plastics which was sold to Tank Holdings in May of 2022.
Mr. Richmond is the former EVP of MGA Entertainment and President of The Little Tikes Company, a $500 million multi-national retailer, manufacturer and marketer of high-quality, innovative children’s products. At The Little Tikes Company, Mr. Richmond is credited with resurrecting The Little Tikes Company from a distressed asset previously owned by Rubbermaid into a profitable $500 million global branded products company with a formidable e-commerce business.
Mr. Richmond is a graduate of Columbia University (Master of Science), New Jersey Institute of Technology (Mechanical Engineering), and New York University (Executive MBA courses). Additionally, he attended the US Army War College Staff and strategic planning session, General Electric Management Development Institute, Advanced statistics, Enterprise resource planning, and Various other Professional enhancement programs.
On April 6, 2023, Mr. Richmond and the Company entered into an agreement to pay Mr. Richmond $12,500 per month commencing for work performed prior to his engagement on March 15, 2023. He also received 1,000,000 shares of restricted common stock. His engagement agreement also provided for the Company to issue him warrants to purchase 5,000,000 shares of common stock, exercisable at $.045 per share, which warrants shall be issued at such date as the Company has successfully received $5 million in gross financing so long as such financing is received while Mr. Richmond is performing services to the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| No. | Description | |
| 10.1 | Letter Agreement between Basanite and Thomas Richmond (Filed herewith) | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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 hereunto duly authorized.
| Dated: April 11, 2023 | BASANITE, INC. | |
| By: | /s/ Jackie Placeres | |
| Name: Jackie Placeres | ||
| Title: Acting Interim Chief Financial Officer | ||
EXHIBIT 10.1
Basanite, Inc.
2041 NW 15th Avenue,
Pompano Beach, Florida 33069
Engagement Letter
April 6, 2023
Thomas Richard
3100 Bayshore Blvd NE
St. Petersburg, FL 33703
Dear Mr. Richard:
You have been asked to join our company as acting Chief Executive Officer and as an independent contractor until August 31, 2023. We contemplate that by the end of the trial period, we will either part our separate ways with no financial responsibility to each other or enter into a mutually acceptable employment agreement for you continued serves as Chief Executive Officer. This Engagement Letter is intended to supersede all prior written and oral agreements pertaining to your services. We note below that you have been performing consulting services to our Company since March 15, 2023. Accordingly, we agree as follows:
1.You agree to serve as acting Chief Executive Officer of our Company. You will report to the Chairman of the Board. It is understood that your services will be performed as an independent contractor at such time and place as you determine to fulfill your responsibilities.
2.Your work time services will on a “best efforts” basis for us at a monthly salary of $12,500 plus expenses approved by the Chairman. You will also receive upon signing this Engagement Agreement one million shares of restricted common stock. Upon the Company receiving financing of at least $5 million or more, you will receive five-warrants to purchase 4 million shares of common stock, exercisable at $.045 per share, based upon today’s closing price. These warrants shall contain cashless exercise provisions and shall be issued upon funding. The aforementioned shares of common stock and warrants shall be issued subject to compliance with any applicable IRS regulations. The securities set forth above are an obligation of Basanite irrespective of whether or not a future employment agreement is entered into. However, the obligation to issue the warrants shall terminate at the close of business on the latter of August 31, 2023 or the termination of your services with Basanite, unless the $5 million in funding has been successfully closed during the continuance of your services to Basanite.
3.Thomas Richard will be paid $25,000 wired upon execution of this agreement for work conducted in March and April of 2023. Going forward $12,500 payment shall be made on the 15th day of each month starting May 15, 2023.
4.You shall not be entitled to health, hospitalization or other insurance or participation in a 401(k) plan during this trial period. You will be paid as an independent contractor. You agree to keep any and all Company information private and further agree not to disclose any information not available in the public realm.
5.You agree that while providing services for us and for a period of one year thereafter, you shall not make any derogatory or disparaging remarks about us. The Company will provide director and officer insurance coverage for the undersigned and shall provide indemnification to the undersigned for any and all past issues that have occurred prior to the date hereof.
6.Your services to us may be terminated by us in the event you commit any act of fraud, dishonesty or engage in any criminal behavior (other than traffic infractions) whether during business hours or otherwise.
7.Upon expiration or termination of this Engagement Letter, you will not contact our clients for a period of one year.
8.The term of this Engagement Letter shall expire no later than August 31, 2023 and it may be terminated prior to that date by either party upon three days’ written notice to the other party sent by email. During the period of the final three months of the term of this Agreement, both parties agree to negotiate a possible long-term employment agreement. If the parties do not mutually agree on an extension, then this Agreement shall be automatically terminated no later than August 31, 2023.
9.This Engagement Letter sets forth the entire and only agreement or understanding between Basanite and Richmond relating to the subject matter hereof and supersedes and cancels all previous agreements, negotiations, letters of intent, correspondence, commitments and representations in respect thereof among them, and no party shall be bound by any conditions, definitions, warranties or representations with respect to the subject matter of this Agreement except as provided in this Engagement Letter.
10.Any and all notices, demands or requests required or permitted to be given under this Agreement shall be given by email to the email address set forth next to each party’s signature.
11.The rights and obligations of Company under this Agreement shall inure to the benefit of and shall be binding upon any successor of Company, subject to the provisions hereof.
12.This Agreement may not be amended in any respect except by an instrument in writing signed by the parties hereto.
13.This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. If a party signs this Agreement and transmits an electronic facsimile of the signature page to the other party, the party who receives the transmission may rely upon the electronic facsimile as a signed original of this Agreement.
14.This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of Florida, without giving reference to principles of conflict of laws. Each of the parties hereto irrevocably consents to the venue and exclusive jurisdiction of the federal and state courts located in the State of Florida, County of Broward.
15.It is understood that Thomas Richmond is an independent consultant and may be engaged as an employee or consultant to other entities or persons provided such entities or persons are not directly or indirectly competitors of Basanite.
| Very truly yours, | ||
| Basanite, Inc. | ||
| Ronald Loricco, Sr., Chairman |
The foregoing terms are agreed to
and accepted by:
| Thomas Richard |