8-K
BASANITE, INC. (BASA)
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): March21, 2025 (March 18, 2025)
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.) |
2660NW 15th Court, PompanoBeach, 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
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.
Item 5.02 of this Form 8-K is incorporated by reference herein.
Item 3.02 Unregistered sales of unregistered securities
In March 2025, the Company granted Chief Executive Officer options to purchase an aggregate of 7,000,000 shares of common stock. These options have a term of five years and are exercisable at $.0390 per share. A description of the 7,000,000 options granted to the Company’s Chief Executive Officer is described under Item 5.02. Exemption from registration is claimed under Section 4(2) of the Securities Act of 1933, as amended.
Item 5.02 Departure of directors or certain officers; election of directors;appoint of certain officers; compensatory arrangements of certain officers
On March 18, 2025, Michael Dennis Nelson agreed to become the Chief Executive Officer of Basanite, Inc. (the “Company”) through April 1, 2028. As an employee, Mr. Nelson’s services to the Company will be compensated as a salary of $17,250 plus employee incurred expenses which are approved by the Chairman. The monthly salary of $17,250 will be deferred and accrued until such time as $500,000 or ninety days have elapsed and is raised by the Company and which time any deferred compensation will be paid immediately to him. Upon $1,500,000 being raised by the Company, the Company will also pay Mr. Nelson his monthly fee on the first day of each month through April 2028.
Mr. Nelson also received options to purchase 7 million shares of the Company’s common stock with a strike price of $.0390 equal to the closing price of the Company’s common stock as quoted by the OTCQB Market on the date of signing his engagement letter. The option will have a term of five years from the date of issuance. The options will also contain standard cashless exercise provisions as well as piggy-back registration rights for future stock registrations that the Company may file.
The options vest under the following schedule: 1.5 million options immediately upon the execution of his engagement agreement, 1.5 million options vest upon the completion of a minimum of $500,000 of aggregate financing into the Company after the date of his engagement letter, 2 million options vest upon the completion of a minimum of $1,500,000 of aggregate financing into the Company after the date of his engagement letter and 2 million options vesting upon the anniversary of the first 90-day period the Company achieves operational break even as defined in the engagement letter. As an executive employee of the Company, Mr. Nelson is entitled to receive any and all employee benefits such as paid time off of six weeks in line with the Company’s employee handbook. The Company also offers all employees healthcare insurance benefits, which Mr. Nelson has waived. The engagement letter will automatically terminate no later than April 1, 2028 unless the Company and Mr. Nelson mutually agree on an extension.
Michael Dennis Nelson, 47, is a seasoned executive with extensive experience in strategic communications, international relations, and organizational leadership. He currently serves as the Chief Operating Officer of the Global Energy Security Institute, where he oversees financial operations, corporate sponsorship programs, and external communications strategies for a multimillion-dollar think tank focused on energy, security, and diplomacy.
Previously, Mr. Nelson was the Director of Operations at the Institute for the Study of War, where he led multifunctional teams in public relations, donor engagement, and strategic growth initiatives. His tenure resulted in record-breaking fundraising and enhanced public engagement efforts. In addition to his executive leadership roles, Mr. Nelson is a contributing member of the Atlantic Council’s Counterterrorism Project, providing insights into global security threats. He has also held leadership positions at the National Security Institute and George Mason University, where he focused on defense policy, national security, and leadership development.
Mr. Nelson has a distinguished military background, having served in key roles at U.S. Central Command and Special Operations Command-Central. His expertise includes leading multinational teams, crisis management, and strategic planning in complex geopolitical environments. He holds a Master of Business Administration from the University of Virginia Darden School of Business, a Master of Science in Strategic Communication from Columbia University (expected May 2025), and a Master of Science in Defense Analysis from the Naval Postgraduate School.
Mr. Nelson is also a published author on military strategy and geopolitical affairs, with contributions to Newlines Magazine, Real Clear Defense, and War on the Rocks.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in these statements. These risks and uncertainties include, but are not limited to, the ability of the Company to file its Quarterly Report on Form 10-Q and Annual Report on Form 10-K in a timely manner, the Company's ability to maintain compliance with OTCQB continued listing standards, and other factors described in the Company's filings with the Securities and Exchange Commission. The Company assumes no obligation to update any forward-looking statements, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | |
|---|---|
| No. | Description |
| 10.1 | Engagement Letter between the Registrant and Michael Dennis Nelson dated March 18, 2025 |
| 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: March 21, 2025 | BASANITE, INC. | |
|---|---|---|
| By: | /s/ Jackie Placeres | |
| Name: Jackie Placeres | ||
| Title: Acting Interim Chief Financial Officer |
Exhibit 10.1
Basanite, Inc.
2041 NW 15thAvenue,
Pompano Beach, Florida 33069
Engagement Letter
March 18, 2025
Michael Dennis Nelson
5032 25^th^ Street North
Arlington, VA 22207
Dear Mr. Nelson:
You have been asked to join our company as acting Chief Executive Officer with a contract term through April 1, 2028. This Engagement Letter is intended to supersede all prior written and oral agreements pertaining to your services. Accordingly, we agree this is an employment at will as follows:
You agree to serve as Chief Executive Officer of Basanite, Inc. (the “Company”). You will report to the Chairman of the Board.
Your work time services will on a full time “best efforts” basis for us at a salary of $17,250 plus employee incurred expenses approved by the Chairman. The monthly salary of $17,250 will be deferred and accrued until such time that $500,000 is raised by the Company or at ninety days after entering into this agreement, whichever comes first, at which time half of any deferred compensation will be paid immediately out of said raise following in line with the Company’s payroll practices. Thereafter, you will receive half of the monthly fee with the other half continuing to be deferred and accrued in line with Company’s payroll practices. Thereafter, upon an additional $1.5 MM being raised by the Company, all accrued wages shall be paid current in line with the Company’s payroll practices. Thereafter, the Company shall pay you on the first day of each month during the term of this Engagement Letter and all standard tax deductions will be applied as per the Company’s payroll practices. If the first day of the month falls on a weekend or holiday, you will be paid on the first business day prior to the weekend or holiday. To the extent the Company is unable or unwilling to enter into a financing transaction such that you would be entitled to compensation, you will only receive the compensation accrued and no other remittances than as set forth in Section 3 and 4 hereof. Except if monies are raised by a related party.
Upon execution of this agreement, you will also be issued options to purchase 7 million shares of the Company’s common stock (“the Options,”) with a strike price equal to the closing price of the Company’s stock as quoted by the OTC markets exchange on the date of signing this Engagement Letter. The Options will have a term of 5 years from the date of issuance. The Options will have standard cashless exercise provisions as well as piggy-back registration rights for future stock registrations that the Company may file. The Options are to vest under the following schedule: 1.5 million options vesting immediately upon the execution of this agreement, 1.5 million options vesting upon the completion of a minimum of $500,000 of aggregate financing into the Company after the date of this Engagement Letter, 2 million options vesting upon the Company achieves operational breakeven. Operational break-even is defined as revenue less cost of goods sold which equals gross profit less manufacturing overhead and executive salaries. These are the items used to calculate operational break-even. 2 million options upon the Company uplist to the Nasdaq platform.
You will not be paid upon execution of this Engagement Letter for work conducted in March of 2025, through the signing of this Engagement Letter.
Both parties agree to waive health, hospitalization or other insurance benefits coverage or reimbursement as part of this employment agreement. You will be paid as an employee in line with the Company’s payroll practices and subject to all state and federal tax requirements, following the funding by external parties or related parties. Further you are entitled to the accrual and use of PTO as disclosed in our Company’s Human Resource manual. As an executive officer you will receive six (6) weeks of PTO to be used at your discretion throughout the calendar year.
You agree to keep any and all Company information private and further agree not to disclose any information not available in the public realm.
You agree that while providing services for the Company and for a period of one year thereafter, you shall not make any derogatory or disparaging remarks about the Company, its officers or directors. The Company will provide director and officer insurance coverage for you and shall provide indemnification to you for any and all past issues that have occurred prior to the date hereof.
Your employment is at will and may be terminated at the discretion of the Board of Directors in line with EEOC rules and regulations.
8.Upon expiration or termination of this Engagement Letter, you will not contact our potential or actual customers, stakeholders and/or investors for a period of one year.
9.The term of this Engagement Letter shall expire no later than April 1, 2028, 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 final three months of the term of this Agreement, both parties agree to negotiate a possible extension to the employment agreement. If the parties do not mutually agree on an extension, then this Agreement shall be automatically terminated no later than April 1, 2028.
10.This Engagement Letter sets forth the entire and only agreement or understanding between Basanite and you 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.
11.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.
12.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.
13.This Agreement may not be amended in any respect except by an instrument in writing signed by the parties hereto.
14.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.
15.This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of its principal place of business, 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 its principal place of business.
| Very truly yours, |
|---|
| Basanite, Inc. |
| /s/ Ronald LoRicco |
| Ronald LoRicco, Sr., Chairman |
The foregoing terms are agreed to
and accepted by:
| /s/ Michael Dennis Nelson |
|---|
| Michael Dennis Nelson |