8-K
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 31, 2024

 

MOSAIC IMMUNOENGINEERING, INC.

(Exact name of registrant as specified in its charter)

 

               Delaware                  0-22182               84-1070278            

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

9114 Adams Ave., #202

Huntington Beach, California 94646

(Address of principal executive offices, and zip code)

 

Registrant’s telephone number, including area code: (657) 208-0890

 

Not Applicable

(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:

 

  ☐ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐ Pre-commencement communication 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   Name of each exchange on which registered
None   None   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 May 31, 2024, Mosaic ImmunoEngineering, Inc. a Delaware corporation  (the “Company” or “Mosaic”) and Mr. Paul Lytle, EVP, Chief Financial Officer of the Company, agreed to amend Mr. Lytle’s employment terms from full time status to part time status, not to exceed eight (8) hours per month effective June 1, 2024 (“Effective Date”), in exchange for a monthly rate of $1,600. In addition, as previously agreed to by the parties, all deferred and unpaid compensation (“Deferred Salary”) as of the Effective Date will be paid to Mr. Lytle once the Company has completed a capital raise of at least $4 million (“Required Capital Raise”). In exchange for the deferred payment of Mr. Lytle’s Deferred Salary, the Company previously agreed to issue Mr. Lytle restricted stock units (”RSU’s”) equal to 20% of the Deferred Salary amount on the closing date of the Required Capital Raise.

 

The foregoing summary of the terms of Mr. Lytle’s employment with the Company does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) The following exhibits are being filed herewith:

 

Exhibit No.   Description
10.1   Employment status change letter dated May 31, 2024
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
     

 

 

 

 2 

 

 

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.

 

    Mosaic ImmunoEngineering, Inc.
     
     
     
Date: May 31, 2024   By: /s/ Steven King                                    
    Steven King
    President and Chief Executive Officer, Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 3 

 

Exhibit 10.1

 

 

 

Employee Status Change

 

May 31, 2024

 

Mr. Paul Lytle

EVP, Chief Financial Officer

Mosaic ImmunoEngineering, Inc.

 

Dear Mr. Lytle:

 

This letter is to confirm that your employment status with Mosaic ImmunoEngineering, Inc. (the “Company”) will change from full time exempt to part-time effective June 1, 2024. Below are some additional details pertaining to your revised employment status:

 

Position:

EVP, Chief Financial Officer of Mosaic ImmunoEngineering, Inc. reporting to Steven King, President and Chief Executive Officer

   
Effective Date of Change: June 1, 2024
   
Employee Status: Part-time not to exceed 8 hours per month.
   
Hourly Rate: Your monthly rate will be $1,600.00. As previously agreed, all deferred and unpaid compensation as of the Effective Date of Change will be paid once the Company has completed a capital raise of at least $4 million to fund ongoing operations (“Required Capital Raise”).  In recognition of your willingness to defer part of your past salary, the Company will grant you restricted stock units (”RSU’s”) equal to 20% of your deferred Base Salary as of the closing date of the financing.  The number of RSU’s to be granted will be calculated based on the closing price of the Company’s common stock on the closing date of the Required Capital Raise and will vest one-year from the date of grant.  Your receipt of the RSU award will be subject to your completing a Restricted Stock Unit Agreement which will set forth additional details of the grant.
   

PTO and Group Insurance Benefits:

 

Based on your new time commitment, you are not eligible for paid-time-off (“PTO”) or group insurance benefits.

 

 

At-Will Employment:

 

 Your employment with the Company is "at-will." You and the Company are both free to terminate the relationship at any time, with or without cause or advance notice. The at will nature of the employment relationship cannot be changed except in a writing signed by both you and the President and Chief Executive Officer.

 

Please confirm your acceptance of this change in employment status with your e-signature within 3 business days of your receipt of this letter.

 

Sincerely,

 

/s/ Steve King                                 

Steve King

President and Chief Executive Officer

 

 

I have read and understood this status change of employment and hereby acknowledge, accept and agree to the terms as set forth above.

 

/s/ Paul Lytle                     | 5/31/24

Paul Lytle                              Date