8-K - BASA - Equibles

UNITED STATESSECURITIES 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): June1, 2022 (May 26, 2022 )

Basanite, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-53574	20-4959207
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S EmployerIdentification No.)

2041 NW 15th Avenue, Pompano Beach, Florida 33069

(Address of principal executive offices) (ZipCode)

954-532-4653

(Registrant’s telephone number, includingarea code)

N/A

(Former name or former address, if changedsince 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 (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act: None

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

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 1.01. Entry into a Material Definitive Agreement.

On May 26, 2022, Basanite, Inc. (the “Company”) entered into a consulting agreement (the “Agreement”) with Technicon Consulting Group, Inc. (the “Consultant”) and Key Honey Contracting, LLC (“Key Honey”, and, with the Company, each individually a “Party”, and collectively the “Parties”). The effective date of the Agreement is February 21, 2022 (the “Effective Date”). The Consultant is an affiliate of Frederick H. Tingberg, Jr. (“Mr. Tingberg”), an employee of Consultant and current member of the Company’s Board of Directors.

Pursuant to the Agreement, the Company has retained the Consultant as an independent contractor to provide technical, marketing and sales services to the Company (as described further below and referenced hereafter as the “Services”), and the Parties agreed that the Consultant began to perform the Services as of the Effective Date. The Services will be performed for Consultant by Mr. Tingberg, who serve in the capacity of Chief Technical Officer of the Company. Specifically, Mr. Tingberg will use his good faith best efforts to market and drive sales of the Company’s products by: (i) making introductions to federal, state and local governments, including municipalities, as well as construction companies and other businesses likely to purchase the Company’s products; (ii) working with the Company’s personnel to close such sales; and (iii) developing and implementing marketing and sales strategies for the Company. Mr. Tingberg shall also provide technical expertise regarding the Company’s product development and manufacturing capabilities.

The Agreement contains a Confidentiality, Non-Solicitation and Assignment of Inventions Agreement (in the form annexed as Appendix A to the Agreement, the “Confidentiality Agreement”) which, as a condition to the Agreement, was executed by the Consultant and Mr. Tingberg effective as of the Effective Date. As an independent contractor, the Parties agreed that Consultant is free to work for other parties during the term of the Agreement and does not exclusively work for the Company or for Key Honey.

Consultant’s sole compensation for the Services shall be a monthly fee of $25,000 (Twenty-Five Thousand Dollars) (the “Fee”) which will be paid solely by Key Honey (an unaffiliated third party for whom the Consultant provides separate services). The Agreement has an initial term ending on the first anniversary of the Effective Date, and such initial term shall be automatically extended for successive twelve (12) month terms unless the Consultant or the Company provide the other with no less than fifteen (15) days prior written notice of its intention not to renew the term. At any time, Consultant or Key Honey (on the one hand) or the Company (on the other hand) may terminate the Agreement at will on fifteen (15) days’ written notice. In addition, Consultant or Key Honey (on the one hand) or the Company (on the other hand) may terminate this Agreement on seven (7) days’ written notice of material breach of the Agreement.

In consideration of Key Honey’s payment of Consultant’s Fee and expenses, the Company granted Key Honey a warrant (the “Warrant”) to purchase 2,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Warrant Shares”) at an exercise price per share of $0.33. Key Honey’s right to acquire Warrant Shares hereunder shall vest as follows: (i) the right to acquire 333,333 Warrant Shares vested upon execution of the Agreement; and (ii) thereafter the right to acquire the remaining Warrant Shares vests in equal monthly installments of 166,667 Warrant Shares on the 23^rd^ day of each of the remaining initial ten (10) months of the Agreement, subject to continuing effectiveness of the Agreement. The Warrant contains a customary “cashless” exercise provision as well as customary stock-based, but not price-based, anti-dilution provisions.

The foregoing descriptions of the Agreement and the Warrant do not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Agreement and the Warrant attached as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K, which text is incorporated herein by reference.

Item 8.01 Other Information.

On June 1, 2022, the Company issued a press release regarding the matters described in this Current Report, which press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Cautionary Statement RegardingForward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company’s future activities, or future events or conditions. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by its management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in documents that the Company files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Current Report on Form 8-K, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.	Description
4.1	Form of Warrant to Key Honey Contracting, LLC
10.1	Consulting Agreement, dated May 26, 2022 between the Company, Technicon Consulting Group, Inc. and Key Honey Contracting, LLC
99.1	Press Release of the Company<br> dated June 1, 2022
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: June 1, 2022	BASANITE, INC.
	By:	/s/ Simon R. Kay
		Name: Simon R. Kay
		Title: Chief Executive Officer & President and Acting Interim Chief Financial<br>Officer

Exhibit 4.1

NEITHER THIS SECURITY NOR THE SECURITIESissuable upon exercise hereof HAS BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIESACT”), OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATEDABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANYHAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

Void after 5:00 p.m. Eastern Time on

May 23, 2027 (the “Expiration Date”)

BASANITE, INC.

WARRANT TO PURCHASE SHARES OF COMMON STOCK

This Warrant is issued to Key Honey Contracting, LLC (the “Holder”) by Basanite, Inc., a Nevada corporation (the “Company”), pursuant to the terms of that certain Consulting Agreement, dated May 23, 2022, by and between the Company and the Holder (the “Consulting Agreement”).

1. Purchase of Shares; Vesting. Subject to the terms and conditions hereinafter set forth, the Holder of this Warrant is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the Holder hereof in writing), to purchase from the Company up to TWO MILLION (2,000,000) shares (the “WarrantShares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at the Exercise Price. The Holder’s right to acquire Warrant Shares hereunder shall vest in equal as follows: (i) the right to acquire 333,333 Warrant Shares vested upon execution of the Consulting Agreement and (ii) thereafter the right to acquire the remaining Warrant Shares shall vest in equal monthly installments of 166,667 Warrant Shares on the 23^rd^ day of each of the remaining ten (10) months of the Consulting Agreement, subject to continuing effectiveness of the Consulting Agreement. Should the Consulting Agreement at any time expire or be terminated, the vesting of this Warrant shall cease (with vesting in the month of expiration or termination being pro rated based on the date of termination or expiration).

2. Exercise Period. This Warrant is exercisable as provided for in Section 1 and shall expire on the Expiration Date. This Warrant and all rights and options hereunder shall expire on the Expiration Date, and shall be wholly null and void and of no value to the extent this Warrant is not exercised before it expires.

3. Exercise Price. The initial Exercise Price of this Warrant shall be $0.33 per share of Common Stock, as adjusted as provided for in Section 8 hereof.

4. Method of Exercise. While this Warrant remains outstanding and is exercisable in accordance with Section 2 above, the Holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by:

(a) the surrender of the Warrant, together with a notice of exercise to the Secretary of the Company at its principal offices during normal business hours on any business day prior to the Expiration Date; and

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(b) the payment to the Company of an amount equal to the aggregate Exercise Price for the number of shares of Common Stock being purchased in the form of certified check payable to the order of the Company or wire transfer of immediately available funds to an account designated by the Company.

The Company agrees that the shares of Common Stock issuable upon exercise of the Warrants shall be deemed to be issued to the Holder as the record holder of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. Notwithstanding the foregoing, no such surrender shall be effective to constitute the person or entity entitled to receive such shares as the record holder thereof while the transfer books of the Company for the Common Stock are closed for any purpose (but not for any period in excess of five (5) days); but any such surrender of this Warrant for exercise during any period while such books are so closed shall become effective for exercise immediately upon the reopening of such books, as if the exercise had been made on the date this Warrant was surrendered and for the number of shares of Common Stock and at the Exercise Price in effect at the date of such surrender.

5. Cashless Exercise. In lieu of exercising this Warrant in cash as described in Section 4, this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder, upon exercise, shall be entitled to receive a number of shares of Common Stock equal to the quotient obtained by dividing [(A-B)*(X)] by (A), where:

(A) =	the thirty (30) day VWAP on the trading day immediately preceding the date on which Holder elects to exercise<br>this Warrant by means of a “cashless exercise,” as set forth in the notice of exercise;
(B) =	the Exercise Price of this Warrant, as adjusted hereunder; and
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(X) =	the number of shares of Common Stock that would be issuable upon exercise of this Warrant in accordance<br>with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.
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Upon a cashless exercise, the Holder shall receive shares in accordance with the terms of Section 4 above, provided that no cash payment will be required with the surrendered Warrant and notice of exercise. For purposes of this Section 5, “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a “national securities exchange,” the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the trading market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is then quoted on the OTCQB or OTCQX, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by the Company’s Board of Directors in good faith.

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6. Certificates for Common Stock. Upon the exercise of the purchase rights evidenced by this Warrant, one or more certificates for the number of shares of Common Stock so purchased shall be issued as soon as practicable thereafter. Notwithstanding the foregoing, the Company, at its sole discretion, may elect to issue the shares of Common Stock so exercised in uncertificated, book entry form on the books and records of the Company.

7. Issuance of Common Stock. The Company covenants that the shares of Common Stock, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof; provided, however, that the Holder shall be required to pay any and all taxes that may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then Holder as reflected upon the books of the Company.

8. Adjustment of Exercise Price and Number of Shares of Common Stock. The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

(a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 8(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(b) Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization or change in the capital stock of the Company (other than as a result of a subdivision, combination or stock dividend provided for in Section 8(a) above), then the Company shall make appropriate provision so that the Holder of this Warrant shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization or change by a Holder of the same number of shares of Common Stock as were purchasable by the Holder of this Warrant immediately prior to such reclassification, reorganization or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder of this Warrant so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same.

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(c) Notice of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of the Warrant the Company shall promptly notify the Holder of such event and of the number of shares of Common Stock or other securities or property thereafter purchasable upon exercise of this Warrant.

(d) No Fractional Shares or Scrip. If as a result of any adjustment pursuant to this Section 8, the Holder would be entitled to receive a fractional interest in a share of Common Stock, the Company will, upon exercise, round down to the nearest whole number of shares of Common Stock issuable to the Holder.

9. Restrictive Legend. The shares of Common Stock received upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form:

“The shares represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the “SECURITIES Act”), and have been acquired for investment and not with a view to, or in connection with, the sale or distribution thereof. No transfer of these shares or any interest therein may be made except: (i) pursuant to an effective registration statement under the SECURITIES Act; (ii) pursuant to and in accordance with the terms and conditions of Rule 144; or (iii) pursuant to an opinion of counsel satisfactory to the issuer that such transfer does not require registration under the SECURITIES Act.”

10. Transfer of Warrant.

(a) Limitation on Transfer. The Holder shall not, directly or indirectly, sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of (whether by operation of law or otherwise) (each a “Transfer”) this Warrant or any right, title or interest herein or hereto, without the prior written consent of the Company; provided that no such consent shall be required for any Transfers to the Holders’ family members or trusts or other entities established for estate planning purposes. Any attempt to Transfer this Warrant, in whole or in part, or any rights hereunder in violation of the preceding sentence shall be null and void ab initio and the Company shall not register any such Transfer.

(b) Transfer Procedures. If the Holder wishes to Transfer this Warrant to a transferee (a “Transferee”) under this Section 10, the Holder shall give notice to the Company through the use of the assignment form attached hereto as Exhibit B of its intention to make any Transfer permitted under this Section 10 not less than five (5) days prior to effecting such Transfer, which notice shall state the name and address of each Transferee to whom such Transfer is proposed. This Warrant may, in accordance with the terms hereof, be transferred in whole or in part. If this Warrant is transferred in whole, the assignee shall receive a new Warrant (registered in the name of such assignee or its nominee) which new Warrant shall cover the number of shares assigned. If this Warrant is transferred in part, the assignor and assignee shall each receive a new Warrant (which, in the case of the assignee, shall be registered in the name of the assignee or its nominee), each of which new Warrant shall cover the number of shares not so assigned and in respect of which no such exercise has been made in the case of the assignor and the number of shares so assigned, in the case of the assignee.

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(c) Transfers in Compliance with Law: Substitution of Transferee. Notwithstanding any other provision of this Warrant, no Transfer may be made pursuant to this Section 10 unless (a) the Transferee has agreed in writing to be bound by the terms and conditions hereto, (b) the Transfer complies in all respects with the applicable provisions of this Warrant, and (c) the Transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the Company in its reasonable judgment, the transferring Holder shall supply to the Company (x) an opinion of counsel, at such transferring Holder's expense, to the effect that such Transfer complies with the applicable federal and state securities laws; and (y) a written statement to the Company, in such form as it may reasonably request, certifying that the Transferee is an "accredited investor" as defined in Rule 501(a) under the Securities Act.

11. Rights of Stockholders. No holder of this Warrant shall be entitled, as a Warrant holder, to vote or receive dividends or be deemed the holder of shares of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the shares of Common Stock purchasable upon the exercise hereof shall have become deliverable, as provided herein.

12. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the shares of Common Stock issuable upon exercise of this Warrant, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

13. Authorized Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of all of the shares issuable upon the exercise of any purchase rights under this Warrant.

14. Entire Agreement. This Warrant and the Consulting Agreement constitute the entire agreement between the Company and the Holder with respect to the Warrant.

15. Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be effective when given in accordance with the terms of Section 13 of the Consulting Agreement.

16. Governing Law; Dispute Resolution. This Warrant and all actions arising out of or in connection with this Warrant shall be governed by and construed in accordance with the internal laws of State of Nevada, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Nevada. Any dispute, controversy, or claim between arising directly or indirectly out of or connected with this Warrant shall be resolved by binding arbitration on the terms provided for in Section 16 of the Consulting Agreement.

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17. Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant.

18. Amendment and Waiver. No provision of this Warrant shall be waived or modified without the written consent of the Company and the Holder.

19. Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

Issued this 26th day of May, 2022

BASANITE, INC.
By:	/s/ Simon R. Kay
Name:	Simon R. Kay
Title:	Chief Executive Officer & President and Acting Interim Chief Financial<br>Officer

Exhibit 10.1

CONSULTING AGREEMENT

This CONSULTING AGREEMENT is executed as of the 26th day of May 2022 and effective as of February 21, 2022 (the “Effective Date”), by and among Basanite, Inc. (“Basanite”), Technicon Consulting Group, Inc. (“Consultant”) and Key Honey Contracting, LLC (“Key Honey”) (each a “Party” and collectively the “Parties”).

WHEREAS, Consultant currently provides construction industry-related consulting services to Key Honey;

WHEREAS, the Parties see mutual advantage in arranging for Consultant to provide Basanite with the Services (defined below) on the terms provided for in this Agreement; and

WHEREAS, Key Honey has determined it would benefit by paying Consultant’s fees and expenses for the Services to be provided to Basanite in exchange for warrants to purchase shares of common stock of Basanite on the terms provided for herein.

NOW, THEREFORE, the Parties, in exchange for good and valuable consideration the receipt of which is acknowledged, agree as follows:

1. ServicesTo Be Performed.

(a) Subject to the terms and conditions of this Agreement, Basanite retains the Consultant, whose employees possess certain skills and knowledge in the construction industry, to provide technical, marketing and sales services to Basanite (as described further below, the “Services”). It is acknowledged that the Consultant began to perform the Services on or about the Effective Date.

(b) The Services will be performed for Technicon by Frederick H. Tingberg, Jr. (“Mr. Tingberg”), an employee of Consultant, who shall be appointed as Chief Technical Officer of Basanite. Consultant may not substitute a different individual to provide the Services without Basanite’s prior written consent. Specifically, Mr. Tingberg will use his good faith best efforts to market and drive sales of Basanite’s products by (i) making introductions to federal, state and local governments and municipalities as well as construction companies and other businesses likely to purchase Basanite’s products, (ii) working with Basanite personnel to close such sales, and (iii) developing and implementing marketing and sales strategies for Basanite. Mr. Tingberg shall also provide technical expertise regarding Basanite’s product development and manufacturing capabilities. It is anticipated that Technicon will provide approximately 120 hours of such Services each month.

(c) This Agreement shall not take effect until Consultant and Mr. Tingberg have executed and delivered to Basanite the “Confidentiality, Non-Solicitation and Assignment of Inventions Agreement” annexed hereto as Appendix A (the “Confidentiality Agreement”).

(d) Notwithstanding anything in this Agreement to the contrary, and notwithstanding that Mr. Tingberg may publicly be referred to as Basanite’s Chief Technical Officer or another officer title, neither Technicon nor Mr. Tingberg shall have any power or authority to bind Basanite and shall not make any public or private representations to that effect. All Services shall be performed subject to Consultant’s compliance with Section 7 hereof and the other applicable terms of this Agreement and the Confidentiality Agreement.

2. Feesand Expenses.

(a) Consultant’s sole compensation for the Services shall be a monthly fee of $25,000 (Twenty-Five Thousand Dollars) (the “Fee”) to be paid solely by Key Honey on the last day of each month in which Consultant provides satisfactory Services. Fees for partial months of Services on account of early termination of this Agreement shall be pro-rated.

(b) Basanite shall have no responsibility for paying Consultant’s Fee or expenses and is not a guarantor of Key Honey’s promise and obligation to pay Consultant’s Fee or any of Consultant’s expenses.

(c) Key Honey (and not Basanite) shall reimburse Consultant for reasonable and necessary pre-approved out-of-pocket expenses incurred by the Consultant in performing the Services under this Agreement. Such reimbursements may include personal auto mileage, coach airfare, hotel accommodations, car rental, and necessary entertainment expenses. All travel expenses involving airfare and/or overnight lodging must be pre-approved by Basanite and Key Honey in writing. Entertainment expenses must also be pre-approved by Basanite and Key Honey in writing and are limited to meetings deemed by Basanite to be absolutely necessary to the performance of the Services agreed to herein, and must be submitted to Basanite and Key Honey with receipts, details about the business conducted during the meetings and a list of those entertained. Reimbursement requests must comply with I.R.S. guidelines, if applicable. No expense shall be reimbursed without a receipt. Key Honey will not reimburse Consultant for Consultant’s normal and ordinary business expenses associated with the operation of Consultant’s business.

3.WarrantGrant. In consideration of Key Honey’s payment of Consultant’s Fees and expenses, Basanite shall grant Key Honey a Warrant to purchase shares of Basanite’s common stock, such warrant being in the form annexed hereto as Appendix B.

4. IndependentContractor.

(a) The Parties each agree that Consultant is acting hereunder as an independent contractor. This Agreement does not establish an employment, partnership, joint venture or agency relationship between or among any of the Parties. It is understood that Consultant is free to work for other parties during the term of this Agreement and does not exclusively work for Basanite or for Key Honey.

(b) The Consultant (including Mr. Tingberg) shall not represent or hold itself, or any of its employees or agents, out to anyone as being an employee of Basanite or Key Honey.

(c) The Consultant is solely and exclusively responsible for all federal, state and/or local taxes and withholdings with respect to any compensation the Consultant or any of its employees or agents, including Mr. Tingberg, earns as a result of this Agreement, and other statutory or contractual obligations of any sort, including but not limited to, workers’ compensation insurance, health insurance, and unemployment insurance. The Consultant, its officers, directors, employees and agents shall have no claim against Basanite or Key Honey for employee benefits, including vacation pay, sick leave, retirement benefits, social security, workers’ compensation, health or disability benefits, unemployment insurance benefits, or other employee benefits of any kind. Consultant understands it is not a named insured on any Basanite or Key Honey insurance policy (except with respect to Mr. Tingberg solely in his capacity as a member of the Board of Directors of Basanite).

(d) The Consultant will determine the method, details and means of performing the above-described Services, subject to Section 7.

(e) Except for such times when Consultant shall perform Services at Basanite’s facilities, the Consultant shall be responsible for supplying and using its own office space, business equipment, telephone, copier and other materials necessary to conduct Consultant’s business and to perform the Services contemplated by this Agreement.

5. Termof Agreement. This Agreement becomes effective when signed by the parties and shall continue for an initial term ending on the first anniversary of the Effective Date. Such initial term shall be automatically extended for successive twelve (12) month terms, unless the Consultant or Basanite provide the other with no less than fifteen (15) days’ prior written notice of its intention not to renew the term.

6. Termination.

(a) At any time, Consultant or Key Honey (on the one hand) or Basanite (on the other hand) may terminate this Agreement at will on fifteen (15) days’ written notice.

(b) In addition, Consultant or Key Honey (on the one hand) or Basanite (on the other hand) may terminate this Agreement on seven (7) days’ written notice of material breach of this Agreement. The Party giving notice may not terminate this Agreement if the party that receives notice of material breach cures it within seven (7) days of receipt of the written notice. The written notice must state the specific facts and circumstances alleged to constitute material breach.

(c) Upon termination of the engagement under this Agreement for any reason, Consultant shall return to Basanite all Basanite property and return to Basanite all documents (in any form) related to any Services performed by Consultant and otherwise continue to comply with the provisions of the Confidentiality Agreement.

7. StatusReports. Basanite and Key Honey reserve the right to require the Consultant to provide status reports from time to time with updates and information Basanite or Key Honey deems necessary for either of them to evaluate the Consultant’s performance of the Services to be provided under this Agreement. Key Honey acknowledges and agrees that the reports and updates it receives hereunder may constitute or may contain “material non-public information” of Basanite for purposes of the U.S. federal securities laws, and that Key Honey and its affiliates will at all times abide by all laws, rules and regulations related to the handling and use of such material non-public information. Consultant shall not perform any Services which an officer of Basanite requests Consultant not to perform.

8. ConfidentialityAgreement. The terms and provisions of the Confidentiality Agreement are incorporated by reference into this Agreement as if fully set forth herein and shall be equally applicable to the Consultant and Mr. Tingberg, and shall be effective as of the Effective Date.

9. Warranty. Consultant warrants and covenants that: (i) the Services have been and will be performed in a professional and workmanlike manner in accordance with all applicable laws, rules and regulations, (ii) none of such Services or any part of this Agreement is or will be inconsistent with any obligation Consultant may have to others; and (iii) all work under this Agreement shall be Consultant’s original work and none of the Services will infringe, misappropriate or violate any intellectual property or other right of any person or entity.

10. Defenseand Indemnity. The Consultant agrees to defend, indemnify and hold harmless (including the payment of attorneys’ fees and expenses) Basanite and Key Honey, their respective current and former directors, officers, employees, members, agents and volunteers against any and all demands, claims, suits, losses, liability, damages (“Claims”) brought by third-parties arising from or related to the Services provided by Consultant pursuant to this Agreement, except for Claims found by a court or arbitration to have arisen primarily from the gross negligence or intentional wrongful acts of Basanite or Key Honey.

11. Insurance/Limitationof Liability.

(a) Consultant acknowledges that it has been strongly advised by Basanite and Key Honey to obtain, at Consultant’s own expense, adequate liability insurance coverage with respect to the Services to be provided (it being agreed that Basanite shall not be required to provide such insurance coverage to Consultant or Mr. Tingberg).

(b) No Party will be liable to the other under this Agreement for any indirect, punitive, exemplary, remote, speculative or similar damages in excess of the amounts paid to Consultant for the services performed under this Agreement, provided,however, that this limitation on liability shall not apply to any provision of the Confidentiality Agreement or Section 10 hereof (governing indemnification of third-party claims).

12. Delegationof Duties. This Agreement and the Services contemplated hereunder are personal to Consultant and Mr. Tingberg and Consultant shall not delegate any of its duties under this Agreement, without the prior express written consent of Basanite. Any attempt to do so shall be void.

13.Notices. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed, or sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (a) when so delivered personally, (b) when sent, with affirmative confirmation of receipt, if sent by email, (c) one (1) business day after being sent, if sent by reputable, internationally recognized overnight courier service or (d) three (3) business days after the date of mailing by registered or certified mail (prepaid and return receipt requested), in any case, to the address below or to such other address or addresses as such person may hereafter designate by notice given hereunder:

If to the Consultant:

Technicon Consulting Group, Inc.

ATTN: Ms. Yahaira Tingberg

2005 SW Amarillo Lane

Palm City, FL 34990

Email: [ ]

If to Basanite:

Basanite, Inc.

Attn: Mr. Simon Kay

Chief Executive Officer

2041 NW 15th Avenue

Pompano Beach, FL 33069

Email: sk@basaniteindustries.com

If to Key Honey:

Key Honey Contracting, LLC

Attn: Richard Gibbs III

Chief Executive Officer

936 Crane Blvd

Sugarloaf Key, FL 33042

Email: [ ]

14. Waiver. Waiver byone party hereto of a breach of any provision of this Agreement by the other shall not constitute or operate as a continuing waiver.

15. InjunctiveRelief. Notwithstanding the arbitration provision in Section 16 of this Agreement, any Party shall be entitled to seek from a court of proper jurisdiction a temporary restraining order, or preliminary injunction, or other preliminary equitable relief to preserve the status quo upon in the event of a threatened breach, breach, or continuing breach, of any provision of this Agreement or the Confidentiality Agreement by any Party. Resort to such preliminary equitable relief shall not constitute a waiver of the right to arbitration or of any other rights or remedies that any Party may have for damages or otherwise. The various rights and remedies of the Parties under this Agreement and the Confidentiality Agreement or otherwise shall be construed to be cumulative, and no one of them shall be exclusive of any other or of any right or remedy allowed by law.

16. Arbitration. All disputes arising out of the terms of this Agreement, Consultant’s engagement under this Agreement, any compensation given to Consultant under this Agreement, and the termination of this Agreement, shall be submitted to final, binding arbitration in Broward County, Florida before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association then in effect at the time any arbitration proceeding commences. Any decision or award as a result of any such arbitration proceeding shall be in writing, shall provide an explanation for all conclusions of law and fact, and shall include the assessment of costs, expenses and reasonable attorney fees. An award of arbitration may be confirmed in a court of competent jurisdiction.

17. GoverningLaw. This Agreement shall be deemed to have been entered into in the State of Florida. The interpretation and performance of all the terms of this Agreement shall be governed by and construed in accordance with the applicable laws of the State of Florida and applicable federal laws, if any, without reference to the conflicts of laws principles thereof.

18. **Severability.**If any provision of this Agreement, or any portion thereof, is held to be invalid or unenforceable by any court of competent jurisdiction or arbitrators, such invalid or unenforceable provision or portion thereof shall not affect the remainder of this Agreement.

19. Counterparts;Effectiveness. This Agreement may be executed in counterparts and that facsimile signatures shall be as effective as if originals. This Agreement shall not become effective until it is executed by all three Parties to the Agreement but shall be effective as of the Effective Date upon such execution.

**20. Entire Agreement.**This Agreement and the appendixes hereto constitute the entire agreement among Basanite, Key Honey, and Consultant with respect to the subject matter herein and terminates and supersedes all prior understandings or agreements, whether written or oral. This Agreement may be not be altered or modified except by a written document signed by all three parties.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties hereto have executed this Consulting Agreement effective as of the date first written above.

Basanite, Inc.

By:	/s/ Simon Kay
	Simon Kay
	Chief Executive Officer

Key Honey Contracting Corporation.

By:	/s/ Richard Gibbs III
	Richard Gibbs III
	Chief Executive Officer

Technicon Consulting Group, Inc.

By:	/s/ Yahaira Tingberg
	Yahaira Tingberg
	Chief Executive Officer

Appendix A

CONFIDENTIALITY, NON-SOLICITATION ANDASSIGNMENT OF INVENTIONS AGREEMENT

This CONFIDENTIALITY, NON-SOLICITATIONAND ASSIGNMENT OF INVENTIONS AGREEMENT (this “Agreement”), is entered into as of this 23^rd^ day of May 2022 and effective as of February 21, 2022 (the “Effective Date”), between Basanite, Inc. (the “Company”), on the one hand, and Technicon Consulting Group, Inc. (“Technicon”) and Frederick H. Tingberg, Jr. (“Mr. Tingberg”), on the other hand (collectively with Technicon, the “Consultant”).

WHEREAS Technicon has entered into a Consulting Agreement with the Company and Key Honey Contracting, LLC, dated effective as of the Effective Date (the “Consulting Agreement”), under which Technicon will provide “Services” (as defined in the Consulting Agreement);

WHEREAS, the execution of this Agreement by Technicon and Mr. Tingberg is a condition to the effectiveness of the Consulting Agreement.

NOW, THEREFORE, in consideration of the foregoing, the agreements and convents of the parties under the Consulting Agreement, and the indirect benefit to be received by Mr. Tingberg under the Consulting Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Consultant hereby agree as follows:

**1.**Confidentiality.

(a) Consultant hereby acknowledges that, in connection with the Services, Consultant shall receive access to the confidential or proprietary information of the Company or its affiliates, including, drawings, designs, trade secrets, technology, devices, research data, machines or compositions, specifications, methods, processes, techniques, know-how, formulae, compounds, reagents, constructs, customer and supplier lists, personnel and financial data, pricing, business operations and strategies and plans, in each case whether spoken, written, printed, electronic, or in any other form or medium (the foregoing, collectively, “Confidential Information”). Confidential Information also includes all Inventions (as defined below) and any information disclosed by third parties to the extent that the Company or its affiliate has an obligation of confidentiality in connection therewith.

(b) Consultant agrees during the term of the Consulting Agreement and for any period of time thereafter to treat any Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party, or to any other employees or agents to Consultant, without the prior written consent of the Company in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Services. Consultant shall use the same degree of care in the protection of the Confidential Information as the Consultant uses with respect to its own confidential information, but not less than a reasonable level of care. Consultant shall notify the Company immediately in the event he becomes aware of any loss or disclosure of any Confidential Information in violation of this Agreement. Consultant acknowledges and agrees that the Confidential Information received by Consultant hereunder may constitute or may contain “material non-public information” of Basanite for purposes of the U.S. federal securities laws, and that Consultant and its affiliates will at all times abide by all laws, rules and regulations related to the handling and use of such material non-public information.

(c) Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or pursuant to the valid order of a court of competent jurisdiction; provided that (i) the Company is given reasonable prior written notice, (ii) Consultant cooperates with any reasonable request of the Company or its affiliates to seek to prevent or narrow such disclosure and (iii) if after compliance with clauses (i) and (ii) such disclosure is still required, Consultant only discloses such portion of the Confidential Information that is expressly required to be disclosed by such law or order, as it may be subsequently narrowed.

(d) Notwithstanding the foregoing, the U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (iii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

**2.**Covenants not to Solicit. During the term of the Consulting Agreement and for a period of one (1) year thereafter, Consultant shall not, directly or indirectly, whether as an employee, employer, agent, officer, director, consultant, partner, member, owner, equity holder (other than as the owner of an interest of less than five percent (5%) in a publicly traded entity), or otherwise, (a) solicit, divert or take away or attempt to solicit, divert or take away any of the Company’s or its affiliates’ current or prospective clients, customers, suppliers or vendors; or (b) interfere with the business relationships (whether formed heretofore or hereafter) between the Company or its affiliates and any of their respective clients, customers, suppliers or vendors. If at any time the foregoing provisions shall be deemed to be invalid or unenforceable or are prohibited by a court of competent jurisdiction, this Section shall be considered divisible and shall become and be immediately amended, to include only such time and extent as shall be determined to be reasonable and enforceable by such court, and the Company and Consultant agree that this Section, as so amended, shall be valid and binding as though any invalid or unenforceable provisions had not been included herein.

**3.**Assignment of Inventions and Copyrights.

(a) Consultant hereby agrees that any and all inventions, improvements, concepts, ideas, trademarks, innovations, products, trade secrets, methods, processes, patents, applications and other intellectual property rights, whether patentable or otherwise registrable or not, which Consultant may invent, discover, originate, develop, make or conceive during the course of rendering the Services, either solely or jointly with others (the “Inventions”), shall be the sole and exclusive property of the Company.

(b) Consultant, without additional consideration, hereby sells, assigns, transfers and sets over to the Company, its successors, assigns, or nominees, as the case may be, all of Consultant’s right, title, and interest in and to any Inventions, whether patentable or otherwise registrable or not, and in and to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present, or future infringement of the Inventions, and in and to all rights corresponding to the foregoing throughout the world. Consultant agrees, upon the request and at the expense of the Company or any person or entity to whom the Company may have granted or grants rights, to execute any and all applications, assignments, instruments, papers and other documents, which the Company shall deem necessary or desirable for the protection or perfection of such rights, including the execution of new, divisional, continuing, and reissue patent applications, to make all rightful oaths, to testily in any proceeding in the U.S. Trademark and Patent Office or in the courts, and generally to do everything lawfully possible to aid the Company, its successors, assigns, and nominees to obtain, enjoy, and enforce proper patent or other protection in the United States and in foreign countries for the Inventions assigned under this Agreement. Consultant hereby appoints the Company as his attorney-in-fact to execute on his behalf any assignment or other documents deemed necessary by the Company to protect or perfect its rights to any Inventions.

(c) Consultant agrees that all written works created in the course of providing the Services are hereby deemed a “work made for hire” as defined in 17 U.S.C. § 101 for the Company. If, for any reason, any of the written works created in the course of providing the Services do not constitute a “work made for hire,” Consultant hereby irrevocably assigns to the Company, in each case without additional consideration, all right, title, and interest throughout the world in any copyrights therein.

(d) Any assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” (collectively, “Moral Rights”). Consultant hereby irrevocably waives, to the extent permitted by applicable law, any and all claims Consultant may now or hereafter have in any jurisdiction to any Moral Rights with respect to any works created in the course of providing the Services.

**4.**Amendment and Waiver. Neither this Agreement nor any term, covenant, condition, or other provision hereof may be amended, modified, changed, waived, discharged, or terminated except by an instrument in writing signed by the party against which enforcement of the amendment, modification, change, waiver, discharge, or termination is sought. Waiver by either party of any particular default by the other party shall not affect or impair such party’s rights in respect to any subsequent default of the same or a different nature, nor shall any delay or omission of either party to exercise any rights arising from any default by the other party affect or impair such party’s rights as to such default or any subsequent default.

**5.**Injunctive Relief; Rights Cumulative. Notwithstanding the arbitration provision in Section 6 of this Agreement, the Company shall be entitled to seek a temporary restraining order, or preliminary injunction, or other preliminary equitable relief to preserve the status quo upon in the event of a threatened breach, breach, or continuing breach, of any provision of this Agreement by Consultant. Resort to such preliminary equitable relief shall not constitute a waiver of the right to arbitration or of any other rights or remedies that any Party may have for damages or otherwise. The various rights and remedies of the Parties under this Agreement or otherwise shall be construed to be cumulative, and no one of them shall be exclusive of any other or of any right or remedy allowed by law.

**6.**Arbitration. All disputes arising out of the terms of this Agreement, shall be submitted to final, binding arbitration in Broward County, Florida before a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association then in effect at the time any arbitration proceeding commences. Any decision or award as a result of any such arbitration proceeding shall be in writing, shall provide an explanation for all conclusions of law and fact, and shall include the assessment of costs, expenses and reasonable attorney fees. An award of arbitration may be confirmed in a court of competent jurisdiction.

**7.**Choice of Law. This Agreement shall be deemed to have been entered into in the State of Florida. The interpretation and performance of all the terms of this Agreement shall be governed by and construed in accordance with the applicable laws of the State of Florida and applicable federal laws, if any, without reference to the conflicts of laws principles thereof.

**8.**Entire Agreement. This Agreement embodies the entire agreement between the Company and Consultant with respect to the subject matter hereof, and, except as otherwise expressly provided herein, this Agreement shall not be affected by reference to any other document.

**9.**Severability. If any provision of this Agreement, or any portion thereof, is held to be invalid or unenforceable by any court of competent jurisdiction or arbitrators, such invalid or unenforceable provision or portion thereof shall not affect the remainder of this Agreement.

**10.**Miscellaneous. Consultant shall not, without the prior written consent of the Company and except as otherwise required by law, in any manner disclose, advertise, communicate or otherwise publish or make known to any other individual (other than his attorneys and other professional advisors) in any way, the fact of this Agreement or the Consulting Agreement, the terms, provisions, or any part hereof or thereof, purpose, conditions, considerations or compensation provided for under this Agreement or the Consulting Agreement. The paragraph titles and headings used herein are provided for information purposes only. In this Agreement, the singular includes the plural and the plural the singular, and the use of a masculine, feminine or neither pronoun shall be deemed to include a reference to the others. In this Agreement: (a) the words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”; and (b) the words “herein,” “hereto,” and “hereby” and other words of similar import shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement. This Agreement may be executed in one or more counterparts (including by facsimile, pdf or other electronic document transmission), and when so executed shall constitute a binding Agreement. This Agreement shall not be construed for or against a party based upon authorship or the source of drafting.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered effective as of the day and year first written above.

Basanite, Inc.
By:	/s/ Simon R. Kay	/s/ Frederick H. Tingberg, Jr.
	Simon R, Kay, Chief Executive Officer and President and Acting Interim Chief Financial Officer	Frederick H. Tingberg, Jr.
		Technicon Consulting Group, Inc.
		By:	/s/ Yahaira Tingberg
		Name:	Yahaira Tingberg
		Title:	Chief Executive Officer

Appendix B

Form of Warrant to Key Honey Contracting, LLC

See attached.

Exhibit99.1

Basanite Logo

Basanite Retains Construction Engineering ExpertFred Tingberg Jr. as Chief Technology Officer

POMPANO BEACH, FL / ACCESSWIRE / June 1, 2022/ Basanite Inc. (OTCQB: BASA) (“Basanite” or “the Company”), a manufacturer of environmentally friendly, high-performance composite construction materials made from basalt fiber and basalt fiber-reinforced polymer, announced that it has retained construction engineering expert Fred Tingberg Jr. as Chief Technology Officer.

Leveraging over 25 years of experience in the construction industry, Mr. Tingberg will take a leading role in advancing the Company’s product development, sales, facility and product certification programs, as well as ensuring the Company’s adherence to various government building codes and construction regulations.

Mr. Tingberg joined Basanite in December 2021 as a member of the Company’s Board of Directors and soon thereafter began taking an active role in assisting Basanite. To date, his efforts have facilitated Basanite’s securing of contracts and specifications such as Bahamian government approval of the Company’s basalt fiber-reinforced polymer in structural and seawall applications, and Broward County’s Utility Technical Review Committee approval for the use of Basanite products in local infrastructure reinforcement projects. Mr. Tingberg will also continue in his role as board member.

“From every aspect of our basalt manufacturing process, to advancements in construction and concrete composition, technology is a huge component of our business,” Basanite President and CEO Simon Kay said. “Fred’s high-level understanding of just how much manufacturing and engineering have changed in recent years makes him a trusted asset in consulting with our clients on how to best get their own jobs done. We are very grateful for his efforts to date and are excited to see him in action in this new role.”

Mr. Tingberg, an experienced materials engineer, has over 25 years of experience leading construction operations, capital planning, development and engineering management. A published technical author, he has developed and patented multiple construction-related products.

He also holds construction-related licenses in Florida, Arizona, Georgia, Louisiana, and South Carolina, and is a member of the North American Society for Trenchless Technology, American Water Works Association, American Public Works Association, Underground Construction Technology International and the National Association of Sewer Service Companies.

Mr. Tingberg earned his Bachelor of Science degree in materials engineering from Rensselaer Polytechnic Institute.

Mr. Tingberg will provide services to Basanite in a consulting capacity. Additional details regarding this arrangement will be made available in a Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission.

About Basanite

Basanite, Inc. (OTCQB: BASA), through its wholly owned subsidiary Basanite Industries, LLC, is a manufacturer and developer of a range of environmentally friendly, high-performance basalt fiber composite products used by the construction industry. Superior to traditional steel elements, Basanite's sustainable products are non-corrosive, lighter, stronger and longer lasting. For more information, please visit www.BasaniteIndustries.com.

CautionaryNote Regarding Forward-Looking Statements

This release contains “forward-looking statements,” which are based on Company management’s current expectations and assumptions as of the date of this press release regarding the Company’s business and performance, its prospects, current factors, the economy, and other future conditions and forecasts of future events, circumstances, and results, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “believe,” “goal,” “feel,” "may," “plan,” "will," "expect," "anticipate," "estimate," "intend," “potential” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. Forward-looking statements in this press release involve substantial risks and uncertainties that could cause future results, performance or achievements to differ significantly from those expressed or implied by the forward-looking statements. All forward-looking statements in this press release reflect Basanite’s current analysis of existing trends and information and represent Basanite’s judgment only as of the date of this press release. Actual results (including, without limitation, the actual results of Mr. Tingberg’ association with the Company) may differ materially from current expectations based on a number of factors, many of which are beyond the Company’s control. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of the Company (including the risk of the Company continuing as a going concern), please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, including but not limited to the discussion under "Risk Factors" therein, which was filed with the U.S. Securities and Exchange Commission on April 15, 2022, as well as the Company’s other filings with the Securities and Exchange Commission, all of which may be viewed at http://www.sec.gov.

Investor Contact

Mark Komonoski

Integrous Communications

Phone: 1-877-255-8483

Email: mkomonoski@integcom.us