UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
This amendment to the Current Report on Form 8-K originally filed on April 10, 2025 (the “Original Filing”), is being filed solely to correct and clarify the terms of Mr. Tianping Cai’s appointment to the Board of Directors of Enlightify Inc. (the “Company”) and to include his biographical background and confirm his independent status under NYSE and SEC rules.
Effective April 10, 2025, the Board, upon the recommendation of its Nominating Committee, appointed Mr. Tianping Cai to serve on the Board of Directors of the Company. Mr. Cai was appointed as Chairman of the Audit Committee, and will also serve as a member the Nominating Committee and Compensation Committee of the Company’s Board.
Biographical information of Mr. Cai is as follows:
Mr. Cai currently serves as the Financial Director of Hong Kong Haoming International Group Limited, a company in the medical device industry based in Hong Kong, since 2024. From 2019 to 2023, he served as Director of Risk Management & Control at Sanya East Coast Real Estate Development Co., Ltd., a real estate development firm. Prior to that, from 2015 to 2019, he was employed as Internal Auditor at the same company. From 2013 to 2016, Mr. Cai also held the role of Financial Accountant at Sanya Huali Real Estate Development Co., Ltd., another real estate company. Based on his extensive financial and audit-related experience, the Board believes that Mr. Cai qualifies as an “audit committee financial expert” as defined under Item 407(d)(5) of Regulation S-K.
The Board has also determined that Mr. Cai meets the independence standards adopted by the Board in compliance with the New York Stock Exchange corporate governance listing standards and Item 407(a) of Regulation S-K.
Mr. Cai has (i) no arrangements or understandings with any other person pursuant to which he was appointed as a director, and (ii) no family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer.
Mr. Cai has (i) no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K and, (ii) as of the date of this Current Report on Form 8-K, Mr. Cai holds no direct or indirect beneficial ownership of the Company’s stock or rights to acquire the Company’s stock.
On June 5, 2025, the Company and Mr. Cai entered into an Independent Director Agreement (“Agreement”), which governs his services as a non-employee director and provides for annual director fees in the amount of $26,000. This Agreement supersedes the previously filed Employment Agreement dated April 10, 2025. The effective date of Mr. Cai’s appointment to the Board remains April 10, 2025.
A copy of the Independent Director Agreement between the Company and Mr. Cai is attached as Exhibit 10.1 to this Current Report on Form 8-K/A.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Independent Director Agreement between Enlightify Inc. and Tianping Cai | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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.
| Date: June 5, 2025 | ENLIGHTIFY INC. | |
| (Registrant) | ||
| By: | /s/ Zhuoyu Li | |
| Zhuoyu Li | ||
| Chairman of the Board of Directors, Chief Executive Officer, and President | ||
2
Exhibit 10.1
INDEPENDENT DIRECTOR AGREEMENT
This Independent Director Agreement (the “Agreement”) is made and entered into as of June 5, 2025 by and between Enlightify Inc., a Nevada corporation (the “Company”), having its principal place of business at 3rd Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province, People’s Republic of China 710065, and Tianping Cai (the “Director”), having an ID number: 350581199008052099. The Company and the Director may be referred to herein individually as a “Party” and collectively as the “Parties.”
WITNESSETH:
WHEREAS, the Company desires to appoint the Director to serve as a member of its Board of Directors and as Chairman of the Audit Committee, in a non-employee, independent capacity; and
WHEREAS, Director has represented that he has the experience, background and expertise necessary to enable him to be the Company’s Director; and
WHEREAS, based on such representation, and the Company’s reasonable due diligence, the Company wishes to appoint Director and the Director agrees to serve on the terms set forth herein;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements herein contained, and other good and valuable consideration, the Parties agree as follows:
1. DEFINITIONS. As used herein, the following terms shall have the following meanings:
1.1 “Affiliate” means any Person controlling, controlled by or under common control with the Company.
1.2 “Board” means the Board of Directors of the Company.
1.3 “Effective Date” means April 10, 2025.
2. APPOINTMENT AND TERM
2.1 Appointment. The Company hereby appoints Director to serve on the Board of Directors and as Chairman of the Audit Committee in an independent, non-executive capacity, and Director hereby accepts such appointment.
2.2 Term. The term of this Agreement shall commence on April 10, 2025 (the “Effective Date”), and continue until the earlier of (i) Director’s resignation or removal in accordance with applicable law and the Company’s bylaws, or (ii) the end of his Board service term, subject to re-nomination and re-election as applicable.
3. DUTIES
Director shall fulfill all duties required of a member of the Board of Directors and Chairman of the Audit Committee under applicable law, the Company’s bylaws, and NYSE and SEC regulations. Director shall exercise independent judgment and oversight in the performance of his duties and shall not be subject to day-to-day instructions from the Board or any officer of the Company.
4. COMPENSATION AND REIMBURSEMENT.
4.1 Director Fee. Director shall receive standard annual director fees in the amount of $26,000 and any applicable committee chair fees, as approved by the Board and consistent with the Company’s independent director compensation policy. Director shall not receive a salary, bonus, equity grants, or benefits except as disclosed in public filings and compliant with NYSE independence standards.
4.3 Business Expenses. The Company shall reimburse Director for reasonable, documented out-of-pocket expenses incurred in connection with his duties as a Board member, subject to applicable Company policies and limits.
5. TERMINATION.
Director may resign at any time by written notice to the Board. The Company may remove Director only in accordance with the Company’s bylaws and applicable corporate governance rules. No “Cause” or “Termination” provisions as used for employees shall apply to Director’s Board service.
6. MISCELLANEOUS
6.1 Independent Status. The Parties acknowledge and agree that Director is serving in an independent capacity and is not an employee of the Company. Nothing in this Agreement shall be interpreted as creating an employment relationship.
6.2 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Nevada.
7. Confidentiality. Director agrees to maintain in strict confidence and not to disclose to any third party any non-public, proprietary, or confidential information obtained during his service on the Board, except as required by law or as authorized in writing by the Company.
-- Signature page follows --
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
|
Director: |
ENLIGHTIFY INC. | |
| /s/ Tianping Cai | /s/ Zhuoyu Li | |
| Tianping Cai | Zhuoyu Li | |
| Chairman of the Board of Directors, Chief Executive Officer, and President |