8-K
LUDWIG ENTERPRISES, INC. (LUDG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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): April 18, 2025
Ludwig Enterprises, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 333-271439 | 61-1133438 |
|---|---|---|
| (State or other jurisdiction <br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification Number) |
| 8950 SW 74th Ct Ste 2201-A149 Miami**, FL** | 33156 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
786-363-0136
N/A
(Former name or former address, if changed sincelast report)
Check the appropriate box below if the F4orm 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting<br>material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
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| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement<br>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:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on<br><br> <br>Which Registered |
|---|---|---|
| None | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 DefinitiveAgreement.
On April 21, 2025, Ludwig Enterprises, Inc., a Nevada corporation (the “Company”), entered into an Employment Agreement (the “Employment Agreement”) with Charles Todd, Jr.. (the “Executive”), who, in conjunction with the execution the Employment Agreement, was appointed as the Company’s Chief Executive Officer (see Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers).
Pursuant to the terms of the Employment Agreement, Mr. Todd shall serve as the Company’s Chief Executive Officer for an initial term of one (1) year, with automatic one-year extension terms thereafter, unless either party provides notice of its intent not to renew. In addition, the Employment Agreement may be terminated at any time by Board of Directors.
Under the Employment Agreement, the Company is obligated to make monthly payments of $25,000. Additionally, for each fiscal year of the Company during the term of the Employment Agreement, the Company shall afford Executive the opportunity to earn an incentive bonus (“Bonus”) which shall not exceed forty percent (40%) of the Base Salary for such fiscal year and shall be payable to the extent the applicable performance goals are achieved (which goals and payment matrices shall be set by the Compensation Committee of the Board in its discretion).
The Executive may be entitled to receive equity awards either now or in the future. The amount and terms of the long-term incentive awards awarded to the Executive shall be set by the Board of Directors and/or Compensation Committee in their discretion.
The Executive shall also be entitled to participate in all executive benefit plans, including health and 401(k) plans, from time to time generally in effect for Company’s executives
The Executive shall be entitled to unlimited paid time off in accordance with and subject to the terms of applicable Company policies.
The Company shall pay or reimburse Executive for all reasonable, customary and necessary business expenses (including cell phone, travel, lodging, and entertainment expenses) which are correctly documented and incurred or paid by Executive in the performance of Executive’s duties and responsibilities hereunder, subject to the rules, regulations, and procedures of Company and in effect from time to time.
The foregoing descriptions of the Employment Agreement is qualified in its entirety by the full text of the Employment Agreement, which is filed hereto as Exhibit 10.1, and incorporated herein by reference.
Item 4.01. Changes in Registrant’s CertifyingAccountant.
Resignation of Independent Registered PublicAccounting Firm
On April 18, 2025, the Audit Committee (the “Audit Committee”) of the Board of Directors of Ludwig Enterprises Inc. (the “Company”) was informed by Assurance Dimensions, LLC. (“Assurance”) that Assurance has resigned as the Company’s independent registered public accounting firm effective April 18, 2025. Assurance advised the Company that its decision to resign was as a result of Assurance selling its Public Company Accounting Oversight Board issuer auditing division to Stephano Slack LLC.
Assurance’s audit reports on the Company’s consolidated financial statements for the years ended December 31, 2024 and 2023, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. However, the reports included an explanatory paragraph regarding the Company’s ability to continue as a going concern.
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During the Company’s fiscal years ended December 31, 2024 and 2023, and the fiscal quarter ended March 31, 2025: (1) there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304) with Assurance on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Assurance would have caused Assurance to make reference to the subject matter of such disagreements in connection with its reports on the financial statements for such periods and (2) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Assurance with a copy of this report prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested that Assurance furnish the Company with a letter addressed to the SEC stating whether Assurance agrees with the statements made by the Company in this report and, if not, stating the respects, if any, in which Assurance does not agree with such statements. A copy of the letter from Assurance is filed with this Current Report on Form 8-K as Exhibit 16.1.
New Independent Registered Public AccountingFirm
On April 18, 2025, the Board of Directors and the Audit Committee appointed Stephano Slack LLC. (“Stephano Slack”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
During the fiscal years ended December 31, 2024, and 2023, and the fiscal quarter ended March 31, 2025, neither the Company nor anyone on its behalf has consulted with Stephano Slack with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on financial statements, and neither a written report nor oral advice was provided to the Company that Stephano Slack concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a “disagreement,” as that term is defined in Item 304(a)(1)(iv) and the related instructions of Regulation S-K; or (iii) any “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
Item 5.02 Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 21, 2025, at a meeting of the Board of Directors (the “Board”) of Ludwig Enterprises, Inc., a Nevada corporation (the “Company”), Jose Antonio Reyes resigned as Chief Executive Officer, effective immediately. Mr. Reyes did not deliver a written letter of resignation to the Company. Mr. Reyes stated that his resignation as Chief Executive Officer was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. Mr. Reyes will assume the role of the Company’s Senior Head of Global Business Development.
Subsequently, the Board appointed a new Chief Executive Officer, Charles Todd, Jr., effective immediately. There exist no family relationships among any of the Company’s Directors or executive officers.
New Director. On April 21, 2025, the Company’s Board of Directors (the “Board”) appointed Charles Todd, Jr. to the Board of Directors and elected him as Chairman of the Board. Such appointment is effective immediately. There exist no family relationships among any of the Company’s directors or executive officers.
Certain information concerning the backgrounds of Mr. Todd is set forth below.
Charles T. Todd Jr. is a distinguished healthcare entrepreneur and industry leader, recognized as the Founder and CEO of the first cancer specialty laboratory in the United States, established in 1985. In 1995, he joined BioReference Laboratories, where he played a pivotal role in transforming the company into the third-largest clinical laboratory in the U.S., driving revenue growth from $23 million to an $1.2 billion by 2016. His extensive expertise encompasses sales, marketing, laboratory acquisitions, and payor relations, demonstrating his commitment to advancing healthcare solutions and improving patient outcomes through innovative laboratory services. After leaving BioReference he served in key Executive roles in both Private and Public companies before accepting the role as CEO and Chairman of the Board of Directors of Ludwig Enterprises.
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Item 7.01 Regulation FD Disclosure
On April 23, 2025, the Company issued a press release. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1 | Employment Agreement with Chief Executive Officer dated April 21, 2025 |
| 16.1 | Letter<br> from Assurance Dimensions to the Securities and Exchange Commission dated April 18, 2025 |
| 99.1 | Press Release, dated April 23, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 23, 2025. | ||
|---|---|---|
| LUDWIG ENTERPRISES, INC. | ||
| By: | /s/ Charles Todd, Jr. | |
| Charles Todd Jr. | ||
| Chief Executive Officer |
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Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement, dated as of April 22, 2025 (this “Agreement”), is made and entered into by and between Ludwig Enterprises, Inc, a Nevada Corporation (the “Company”), and Charles T. Todd Jr. (the “Executive” and together with the Company, the “Parties” and individually a “Party”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 11.
RECITALS
WHEREAS, subject to the terms and conditions hereinafter set forth, Company wishes to employ Executive as its Chief Executive Officer and Executive wishes to be employed by Company as its Chief Executive Officer.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises, terms, provisions, and conditions set forth in this Agreement, the adequacy and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:
AGREEMENT
| 1. | Employment. Subject to the terms and conditions set<br>forth in this Agreement, Company hereby offers, and Executive hereby accepts employment with Company, as of the date first above written<br>(the “Effective Date”). |
|---|---|
| 2. | Term. The Executive’s employment hereunder shall<br>be effective as of the Effective Date and shall continue until the first (1^st^) anniversary thereof (the “InitialTerm”), unless terminated earlier pursuant to the terms of this Agreement; provided that, on such first (1st) anniversary of<br>the Effective Date and each one year (1) annual anniversary thereafter (such date and each annual anniversary thereof, a “RenewalDate”), the Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods<br>of one (1) year (each “Renewal Term”), unless Executive provides written notice of his intention not to extend the<br>term of the Agreement at least 30 days prior to the applicable Renewal Date. The Initial Term and each Renewal Term is hereinafter referred<br>to as the “Term.” |
| --- | --- |
| 3. | Capacity and Performance. |
| --- | --- |
| (a) | During the Term, the Executive shall be employed by Company<br>on a full-time basis as its Chief Executive Officer. Executive shall perform such duties and responsibilities as directed by the Board<br>of Directors of the Company (the “Board”) consistent with Executive’s position on behalf of Company. |
| --- | --- |
| (b) | Executive shall devote his full business time, attention, skill, and best efforts to the performance<br>of his duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment, including,<br>without limitation, any activity that: (x) conflicts with the interests of the Company or any other member of the Company Group, (y) interferes<br>with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with Executive’s exercise<br>of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from: (i) serving,<br>with the prior written consent of the Board, as a member of the Board of Directors or Advisory Board (or the equivalent in the case of<br>a non-corporate entity) of a noncompeting for-profit business and one or more charitable organizations, (ii) engaging in charitable activities<br>and community affairs, and (iii) managing Executive’s personal investments and affairs; provided, however, that the activities<br>set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere, individually or in the aggregate,<br>with the performance of his duties and responsibilities hereunder. |
| --- | --- |
| (c) | Executive’s employment with Company shall be exclusive<br>with respect to the business of Company. Accordingly, during the Term, Executive shall devote Executive’s full business time and<br>Executive’s best efforts, business judgment, skill and knowledge to the advancement of the business and interests of Company and<br>the discharge of Executive’s duties and responsibilities hereunder, except for permitted vacation (and other paid time off) periods,<br>reasonable periods of illness or incapacity, and reasonable and customary time spent on civic, charitable and religious activities, in<br>each case such activities shall not interfere in any material respect with Executive’s duties and responsibilities hereunder. |
| --- | --- |
| (d) | During the Term, the Executive will report directly to the<br>Board. |
| --- | --- |
| (e) | On the Effective Date, the Board shall appoint Executive<br>as a director (Chairman of the Board) of Company and shall, during the Term, nominate and recommend Executive for election as a director.<br>Executive acknowledges and agrees that Executive is not entitled to any additional compensation in respect of Executive’s appointment<br>as a director of Company. If during the Term, Executive ceases to be a director of Company for any reason, Executive’s employment<br>with the Company will continue (unless terminated under Section 5), and all terms of this Agreement (other than those relating to Executive’s<br>position as a director of Company) will continue in full force, and effect and Executive will have no claims in respect of such cessation<br>of office. Executive agrees to abide by all statutory, fiduciary or common law duties arising under applicable law that apply to Executive<br>as a director of Company. |
| --- | --- |
| (f) | Executive shall be employed to perform his duties under this<br>Agreement at the primary office location of Company, or at such other location or locations agreeable to Executive and Company. Notwithstanding<br>this, it is expected that the Executive shall be required to travel a reasonable amount of time in the performance of his duties under<br>this Agreement. |
| --- | --- |
| 4. | Compensation and Benefits. |
| --- | --- |
| (a) | Base Salary. For services performed by Executive under<br>this Agreement, Company shall pay Executive an annual base salary during the Term at the rate of $300,000 per year, minus applicable<br>withholdings and deductions, payable at the same times as salaries are payable to other executives of Company (the “Base Salary”).<br>During the Term, the Base Salary shall be reviewed by the Compensation Committee and/or the Board each year, and the Board may, from<br>time to time, increase such Base Salary and any reference to “Base Salary” herein shall refer to such Base Salary, as increased. |
| --- | --- |
| (b) | Annual Bonus. For each fiscal year of the Company<br>during the Term, the Company shall afford Executive the opportunity to earn an incentive bonus (“Bonus”) as described in<br>this Section 4(b). The aggregate target Bonus payable to Executive under such program(s) shall equal not to exceed forty percent (40%)<br>of the Base Salary for such fiscal year and shall be payable to the extent the applicable performance goals are achieved (which goals<br>and payment matrices shall be set by the Compensation Committee of the Board in its discretion). The amount of the Bonus will be determined<br>by certification by the Board that the applicable goals have been achieved, and the Board shall promptly provide such certification following<br>achievement of the applicable goals. The amount payable under this Section 4(b) shall be paid by the seventh (7th) day following the<br>approval of the annual audited financial statements by the Board or its audit committee, as applicable, for the calendar year in which<br>the Bonus is earned or if later, the fifteenth (15th) day of the third month following the end of the Company’s fiscal year in<br>which the Bonus is earned. |
| --- | --- |
| (c) | Equity Awards. During the Term, the Executive may<br>be entitled to receive equity awards either now or in the future. The amount and terms of the long-term incentive awards awarded to the<br>Executive shall be set by the Board of Directors and/or Compensation Committee in their discretion. |
| --- | --- |
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| (d) | Other Executive Benefits. During the Term, the Executive<br>shall be entitled to participate in all Executive benefit plans, including health and 401(k) plans, from time to time generally in effect<br>for Company’s Executives (collectively, “Benefit Plans”). Such participation and receipt of benefits under any<br>such Benefit Plans shall be on the same terms (including cost-sharing between Company and Executive) as are applicable to other Company<br>Executives and shall be subject to the terms of the applicable plan documents and generally applicable Company policies. The Company<br>may alter, modify, add to or delete the Benefit Plans in a manner nondiscriminatory to Executive at any time in accordance with applicable<br>plan rules. |
|---|---|
| (e) | Vacation. The Executive shall be entitled to unlimited<br>paid time off in accordance with and subject to the terms of applicable Company policies. |
| --- | --- |
| (f) | Business and Travel Expenses. Company shall pay or<br>reimburse Executive for all reasonable, customary and necessary business expenses (including cell phone, travel, lodging, and entertainment<br>expenses) which are correctly documented and incurred or paid by Executive in the performance of Executive’s duties and responsibilities<br>hereunder, subject to the rules, regulations, and procedures of Company and in effect from time to time. Notwithstanding, the Executive<br>shall be permitted to travel in the first class cabin on domestic two cabin aircraft and in business class in three cabin domestic and<br>all international aircraft for business related travel. |
| --- | --- |
| 5. | Termination of Employment; Severance Benefits. Notwithstanding<br>the provisions of Section 2, the Executive’s employment hereunder shall terminate under the following circumstances: |
| --- | --- |
| (a) | Death. If Executive’s dies during the Term,<br>Executive’s employment hereunder shall immediately and automatically terminate. In such event, Company shall pay to Executive’s<br>designated beneficiary or, if no beneficiary has been selected by Executive, to Executive’s estate, the Final Compensation including<br>any prorated earned but not paid bonuses. Company shall have no further obligation hereunder to Executive, Executive’s beneficiary,<br>or Executive’s estate upon the termination of Executive’s employment under this Section 5(a) including, specifically, that<br>the provisions of Section 5(d) shall not apply. |
| --- | --- |
| (b) | Disability. |
| --- | --- |
| (i) | Company may terminate Executive’s employment hereunder<br>due to Executive’s Disability during the Term by giving Executive thirty (30) days’ written notice of its intent to terminate,<br>but in no event shall such termination be effective prior to the expiration of the time periods in the definition of “Disability.”<br>Notwithstanding the foregoing, Company will, after engaging in an interactive process with Executive to discern whether reasonable accommodation(s)<br>can be provided without undue hardship upon Company, offer Executive reasonable accommodation(s) to enable Executive to perform the essential<br>functions of Executive’s position to the extent required by applicable law (if any) before terminating Executive’s employment<br>hereunder. Executive may decline such reasonable accommodation, in which case Executive’s employment hereunder will terminate as<br>provided in this subsection. |
| --- | --- |
| (ii) | In the event of such termination for Disability, Executive<br>will receive Executive’s Final Compensation including prorated earned but not paid bonuses. Company shall have no further obligation<br>hereunder to Executive upon termination of Executive’s employment under this Section 5(d), including, specifically, that the provisions<br>of Section 5(d) shall not apply. |
| --- | --- |
| (iii) | Subject to Executive’s rights under the Family and Medical<br>Leave Act (FMLA) and the Americans with Disabilities Act (ADA), Company may designate another Executive to act in Executive’s place<br>during any period of Executive’s Disability during which Executive is unable to perform the essential functions of Executive’s<br>position with or without a reasonable accommodation. Notwithstanding any such designation, Executive shall continue to receive the Base<br>Salary in accordance with Section 4(a) and coverage under the Benefit Plans in accordance with Section 4(b), to the extent permitted<br>by the then- current terms of the applicable benefit plans and as provided under the FMLA, if applicable, until the earliest to occur<br>of: (A) the end of the Term, (B) Executive becomes eligible for disability income benefits under Company’s disability income plan,<br>or (C) the termination of Executive’s employment. |
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| (iv) | While receiving disability income payments under Company’s<br>disability income plan (if applicable), Company will continue to pay to Executive Executive’s Base Salary under Section 4(a), but<br>may offset any such disability income payments Executive receives against the Base Salary payments. Executive will also continue to participate<br>in the Benefit Plans in accordance with Section 4(b) and the terms of such Benefit Plans, until the end of the Term or until the termination<br>of Executive’s employment, whichever occurs first. |
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| (v) | If any question arises as to whether during any period Executive<br>has a Disability as defined herein, Executive may, and at the request of Company shall, submit to a medical examination by a qualified,<br>unbiased physician selected by Company and reasonably acceptable to Executive or Executive’s duly appointed guardian, if any, to<br>determine whether Executive has a Disability and such determination shall for the purposes of this Agreement be conclusive of the issue. |
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| (c) | By Company for Cause. Company may terminate Executive’s<br>employment hereunder for Cause, as defined in Section 11(c), at any time upon notice to Executive setting forth in reasonable detail<br>the nature of such Cause. Upon the giving of notice of termination of Executive’s employment hereunder for Cause, Executive will<br>receive Executive’s Final Compensation. Except as provided herein, Company will have no further obligation to Executive upon termination<br>of Executive’s employment under this Section 5(c). Any notice of termination of Executive’s employment hereunder for Cause,<br>or any notice to Executive regarding any event, condition or circumstance that, if not cured, if applicable, in accordance with the above,<br>could give rise to a termination of Executive’s employment hereunder for Cause, shall set forth in detail the applicable event(s),<br>condition(s) or circumstance(s) constituting reason(s) or potential reason(s) for such termination hereunder. |
| --- | --- |
| (d) | By Company Other than for Cause or by Executive for Good<br>Reason. Company may terminate Executive’s employment hereunder other than for Cause at any time upon thirty (30) days’<br>written notice to Executive and Executive may terminate Executive’s employment hereunder for Good Reason at any time upon thirty<br>(30) days’ written notice to Company. |
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| (i) | In the event of a termination of Executive’s employment<br>under this Section 5(d), in addition to the Final Compensation, Executive shall receive: |
| --- | --- |
| (1) | continuation of Executive’s Base Salary, at the rate<br>in effect as of the date immediately preceding the date of termination for a period of twelve (12) months after the date of termination<br>(the “Severance Period”), payable in accordance with the Company’s regular payroll practices, less applicable withholdings,<br>commencing at the conclusion of the period set forth in Section 5(d)(iii), provided that the first installment of such payments shall<br>include all amounts which would have been paid during the period between Executive’s date of termination and the date of such first<br>installment (“Severance Payments”); and |
| --- | --- |
| (2) | payment of a pro-rata portion of the amount of Executive’s<br>Bonus for the year in which termination occurs that would have been payable based on actual performance determined under the terms of<br>the Bonus as then in effect for such year, with such pro-rata portion calculated by multiplying the amount of such bonus for the<br>year in which such termination occurs (as determined by the Board based on actual performance for such year) by a number: (x) the numerator<br>of which is the number of days worked by Executive during the year of such termination, and (y) the denominator of which is three hundred<br>sixty-five (365), with such payment to be made after the determination of the Bonus pursuant to Section 4(b). |
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| (ii) | If the Executive timely and properly elects health continuation<br>coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the<br>Executive for the monthly COBRA premium paid by the Executive for himself. Such reimbursement shall be paid to the Executive on the 1st<br>day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible<br>to receive such reimbursement until the earliest of: |
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| (1) | the first anniversary of the date of termination (provided, however, if the date of termination is after<br>the first anniversary of the Effective Date, the period pursuant to this subsection (1) shall be twelve (12) months after the date of<br>termination); |
| --- | --- |
| (2) | the date the Executive is no longer eligible to receive COBRA continuation coverage; and |
| --- | --- |
| (3) | the date on which the Executive receives substantially similar coverage from another employer or other<br>source. |
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| (iii) | Any obligation of Company to Executive under this Section<br>5(d) (other than for the Final Compensation or for benefits required by law) is conditioned upon Executive’s execution and delivery<br>to Company and the expiration of all applicable statutory revocation periods of a release of claims in the form attached hereto as Exhibit<br>A (the “Executive Release”), provided, that the terms of such Executive Release shall be subject to modification<br>to the extent necessary to comply with: (a) the fact that Company is simultaneously terminating more than one executive as part of a<br>group termination decision or (b) changes in applicable law, if any, occurring after the date hereof, and prior to the date such Executive<br>Release is executed. |
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| (e) | By Executive Other than for Good Reason. Executive<br>may terminate Executive’s employment hereunder other than for Good Reason upon thirty (30) days’ written notice to Company;<br>provided, that Company may, in its sole and absolute discretion, by written notice accelerate such date of termination.<br>In the event of a termination of Executive’s employment under this Section 5(e), Executive will receive the Final Compensation.<br>Company shall have no further obligation hereunder to Executive upon termination of Executive’s employment under this Section 5(e). |
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| 6. | Effect of Termination. |
| --- | --- |
| (a) | Upon termination of Executive’s employment hereunder<br>and subject to the provisions of Section 5 and Section 6(c), Company’s entire obligation to Executive shall be payment of Final<br>Compensation. |
| --- | --- |
| (b) | In connection with the cessation of Executive’s service<br>as Chief Executive Officer of Company for any reason, except as may otherwise be requested by the Company in writing and agreed upon<br>in writing by Executive, Executive shall be deemed to have resigned from any and all directorships, committee memberships, and any other<br>positions Executive holds with the Company or any other member of the Company Group. Executive hereby agrees that no further action is<br>required by Executive or any of the preceding to make the transitions and resignations provided for in this paragraph effective, but<br>Executive nonetheless agrees to execute any documentation Company reasonably requests at the time to confirm it and to not reassume any<br>such service or position without the written consent of Company. |
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| (c) | Except as otherwise required by Consolidated Omnibus Budget<br>Reconciliation Act or any similar federal or state law, benefits shall continue or terminate pursuant to the terms of the applicable<br>benefit plan or agreement, without regard to any continuation of Base Salary or other payment to Executive following such date of termination. |
| --- | --- |
| (d) | The provisions of this Section 6 shall apply to any termination<br>of employment. Provisions of this Agreement will survive any termination if so provided herein or if necessary or desirable to accomplish<br>the purposes of other surviving provisions, including, without limitation, the obligations of Executive under Section 7 through Section<br>9. |
| --- | --- |
| (e) | Any termination of Executive’s employment with Company<br>under this Agreement shall automatically be deemed to be simultaneous resignation of all other positions and titles (including any director<br>positions) that Executive holds with Company and any Affiliate or subsidiary thereof. This Section 6(e) shall constitute a resignation<br>notice for such purposes. |
| --- | --- |
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| (f) | Upon termination of the Executive’s employment or upon<br>the Company’s request at any other time, the Executive will deliver to the Company all of the Company’s property, equipment,<br>and documents, together with all copies thereof, and any other material containing or disclosing any Intellectual Property or Confidential<br>Information and certify in writing that the Executive has fully complied with the foregoing obligation. The Executive agrees that the<br>Executive will not copy, delete, or alter any Company computer equipment information before the Executive returns it to the Company.<br>In addition, if the Executive has used any personal computer, server, or email system to receive, store, review, prepare or transmit<br>any Company information, including but not limited to, Confidential Information, the Executive agrees to provide the Company with a computer-usable<br>copy of all such Confidential Information and then permanently delete and expunge such Confidential Information from those systems; and<br>the Executive agrees to provide the Company access to the Executive’s system as reasonably requested to verify that the necessary<br>copying and/or deletion is completed. |
|---|---|
| 7. | Confidential Information. |
| --- | --- |
| (a) | Executive acknowledges that Company continually develops<br>Confidential Information, that Executive may develop Confidential Information for Company and that Executive may learn of Confidential<br>Information during the course of employment with Company. Executive will comply with the policies and procedures of Company for protecting<br>Confidential Information and shall not disclose to any Person or use, other than as required by applicable law, regulation or process<br>or for the proper performance of Executive’s duties and responsibilities to Company, any Confidential Information obtained by Executive<br>incident to Executive’s employment or other association with Company. Executive understands that this restriction shall continue<br>to apply after Executive’s employment terminates, regardless of the reason for such termination. |
| --- | --- |
| (b) | Notwithstanding anything contained in this Section 7 to the<br>contrary, nothing contained herein shall prevent Executive from disclosing any Confidential Information required by law, subpoena, court<br>order or other legal processes to be disclosed; provided, that, Executive shall give prompt written notice to Company of such requirement,<br>disclose no more information than is so required and cooperate, at Company’s cost and expense, with any attempt by Company to obtain<br>a protective order or similar treatment with respect to such information. |
| --- | --- |
| (c) | Pursuant to the Defend Trade Secrets Act of 2016, Executive<br>understands that: |
| --- | --- |
| (i) | Executive may not be held criminally or civilly liable under<br>any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government<br>official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation<br>of law; or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding; and |
| --- | --- |
| (ii) | if Executive files a lawsuit for retaliation by the Company<br>for reporting a suspected violation of law, Executive may disclose the employer’s trade secrets to Executive’s attorney and<br>use the trade secret information in the court proceeding if Executive files any document containing the trade secret under seal and does<br>not disclose the trade secret, except pursuant to court order. |
| --- | --- |
| 8. | Assignment of Rights to Intellectual Property. Executive<br>shall promptly and fully disclose to Company all Intellectual Property developed for the benefit of Company in the course of Executive’s<br>employment by Company. Executive hereby assigns and agrees to assign to Company (or as otherwise directed by Company) Executive’s<br>full right, title, and interest in and to all such Intellectual Property. Executive agrees to execute any and all applications for domestic<br>and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and<br>delivery of instruments of further assurance or confirmation) requested by Company (at Company’s expense) to assign to Company<br>the Intellectual Property developed for the benefit of Company in the course of Executive’s employment by Company and to permit<br>Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. Executive will not charge Company<br>for time spent in complying with these obligations. All copyrightable works that Executive creates developed for the benefit of Company<br>in the course of Executive’s employment by Company shall be considered “work made for hire.” |
| --- | --- |
6
| 9. | Restricted Activities. Executive agrees that the restrictions<br>on Executive’s activities during and after Executive’s employment set forth below are necessary to protect the goodwill,<br>Confidential Information and other legitimate interests of Company and its successors and assigns: |
|---|---|
| (a) | During the Term of this Agreement and during the Restricted<br>Period following termination of employment, Executive will not, without the prior written consent of Company, directly or indirectly,<br>and whether as principal or investor or as an Executive, officer, director, manager, partner, consultant, agent, or otherwise, alone<br>or in association with any other Person, firm, corporation, or other business organization, engage or otherwise become involved in a<br>Competing Business (as defined below) in any country in which the Company conducted business during the Term; provided, however, that<br>the provisions of this Section 9 shall apply solely to those activities of a Competing Business which are congruent with those activities<br>with which Executive was personally involved or for which Executive was responsible while employed by the Company or its subsidiaries<br>during the twelve (12) month period preceding termination of Executive’s employment. This Section 9 will not be violated, however,<br>by Executive’s investment of up to $100,000 in the aggregate in one or more publicly-traded companies that engage in a Competing<br>Business. “Competing Business” means a business or enterprise (other than Company or its subsidiaries) engaged in<br>the real estate brokerage, real estate franchise or real estate technology industries and any other business directly competing with<br>the business of the Company as currently conducted or otherwise conducted by the Company during the Term. **“Restricted Period”**means twelve (12) months. |
| --- | --- |
| (b) | During the Term of this Agreement and during the Restricted<br>Period (as defined above), Executive will not engage in any Wrongful Solicitation. A “Wrongful Solicitation” shall<br>be deemed to occur when Executive directly or indirectly (except in the course of Executive’s employment with Company), for the<br>purpose of conducting or engaging in a Competing Business, calls upon, solicits, advises or otherwise does, or attempts to do, business<br>with any Person who is, or was, during the then most recent 12-month period, a customer of Company or any of its subsidiaries, or takes<br>away or interferes or attempts to take away or interfere with any custom, trade, business, patronage or affairs of Company or any of<br>its subsidiaries, or hires or attempts to hire any Person who is, or was during the most recent 12-month period, an Executive, officer,<br>representative or agent of Company or any of its subsidiaries, or solicits, induces, or attempts to solicit or induce any Person who<br>is an Executive, officer, representative or agent of Company or any of its subsidiaries to leave the employ or agency of the Company<br>or any of its subsidiaries, or violate the terms of their contract, or any employment consulting or agent agreement, with it. |
| --- | --- |
| (c) | It is expressly understood and agreed that although Executive<br>and Company consider the restrictions contained in this Section 9 to be reasonable if a court makes a final judicial determination of<br>competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction<br>against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum<br>time and territory and to such maximum extent as the court may judicially determine or indicate to be enforceable. Alternatively, if<br>any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot<br>be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained<br>herein. |
| --- | --- |
| (d) | Executive expressly understands that in the event of a violation<br>of any period specified in this Section 9, such period shall be extended by a period of time equal to that period beginning with the<br>commencement of any such violation and ending when such violation shall have been finally terminated in good faith. |
| --- | --- |
7
| 10. | Enforcement of Covenants. Executive acknowledges that<br>Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon Executive<br>pursuant to Sections 7, 8 and 9*,* and Executive agrees that these restraints are necessary for the reasonable and proper protection<br>of Company and its successors and assigns and that each and every one of the restraints is reasonable in respect to the subject matter,<br>length of time and geographic area. Executive further acknowledges that, were Executive to breach any of the covenants in Section 7,<br>Section 8 and/or Section 9 the damage to the Company would be irreparable. Executive therefore agrees that Company, in addition to any<br>other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach<br>by Executive of any of the covenants herein, without any requirement to post a bond or similar security. The Parties further agree that<br>in the event that any provision of Section 7, Section 8 and/or Section 9 shall be determined by any court of competent jurisdiction to<br>be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities,<br>such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. |
|---|---|
| 11. | Definitions. Words or phrases that are initially capitalized<br>or within quotation marks shall have the meanings provided in this Section 11 and as provided elsewhere. For purposes of this Agreement,<br>the following definitions apply: |
| --- | --- |
| (a) | “$” refers to U.S. Dollars. |
| --- | --- |
| (b) | “Affiliate” means, with respect to any<br>specified Person, any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or<br>is under common control with, such specified Person (for the purposes of this definition, “control” (including, with<br>correlative meanings, the terms “controlling,” “controlled by” and “under common control with”),<br>as used with respect to any Person, means the possession, directly or indirectly, of the power to either: (i) direct or cause the direction<br>of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise, or (ii)<br>vote at least fifty percent (50%) or more of the securities having voting power for the election of a majority of the directors (or Persons<br>performing similar functions) of such Person. |
| --- | --- |
| (c) | “Cause” means if Executive is discharged<br>by Company on account of the occurrence of one or more of the following events: |
| --- | --- |
| (i) | Executive’s continued refusal or failure to perform<br>(other than by reason of Disability) Executive’s material duties and responsibilities to Company if such refusal or failure is<br>not cured within thirty (30) days following written notice of such refusal or failure by Company to Executive, or Executive’s continued<br>refusal or failure to follow any reasonable lawful direction of the Board if such refusal or failure is not cured within thirty (30)<br>days following written notice of such refusal or failure by Company to Executive; |
| --- | --- |
| (ii) | a material breach of this Agreement (other than Section 7,<br>Section 8 and/or Section 9) by Executive that, if capable of being cured, is not cured within thirty (30) days following written notice<br>of such breach by Company to Executive; |
| --- | --- |
| (iii) | an intentional and material breach of Section 7, Section 8<br>and/or Section 9 hereof by Executive; |
| --- | --- |
| (iv) | willful, grossly negligent or unlawful misconduct by Executive<br>which causes material harm to Company or its reputation; |
| --- | --- |
| (v) | any conduct engaged in by Executive that is materially detrimental<br>to the business or reputation of Company as determined by the Board in good faith using its reasonable business judgment that is not<br>cured within thirty (30) days following written notice from Company to Executive; |
| --- | --- |
| (vi) | the Company is directed in writing by regulatory or governmental<br>authorities to terminate the employment of Executive or Executive engages in activities that: (i) are not approved or authorized by the<br>Board, and (ii) cause actions to be taken by regulatory or governmental authorities that have a material adverse effect on Company; or |
| --- | --- |
8
| (vii) | a conviction, plea of guilty, or plea of nolo contendereby Executive, of or with respect to a criminal offense which is a felony or other crime involving dishonesty, disloyalty, fraud,<br>embezzlement, theft, or similar action(s) (including, without limitation, acceptance of bribes, kickbacks or self-dealing), or the material<br>breach of Executive’s fiduciary duties with respect to Company. |
|---|---|
| (d) | “Code” means the Internal Revenue Code<br>of 1986, as amended. |
| --- | --- |
| (e) | “Company” has the meaning ascribed to<br>it in the preamble of this Agreement. |
| --- | --- |
| (f) | “Company Group” shall mean the Company<br>together with any of its direct or indirect subsidiaries. |
| --- | --- |
| (g) | “Compensation Committee” shall mean the<br>committee of the Board designated to make compensation decisions relating to senior executive officers of the Company. |
| --- | --- |
| (h) | “Confidential Information” means any and<br>all nonpublic information of the Company. Confidential Information includes, without limitation, such information relating to (i) the<br>development, research, testing, manufacturing, marketing, and financial activities of the Company, (ii) the Services, (iii) the costs,<br>sources of supply, financial performance, and strategic and/or business plans of Company, (iv) the identity and special needs of the<br>customers and prospective customers of Company, and (v) the people and organizations with whom Company has business relationships and<br>those relationships. Confidential Information also includes any information that Company has received, or may receive hereafter, belonging<br>to customers or others with any understanding, express or implied, that the information would not be disclosed. Notwithstanding the foregoing,<br>“Confidential Information” does not include (x) any information that is or becomes generally known to the industry<br>or the public through no wrongful act of Executive or any representative of Executive and (y) any information that is made legitimately<br>available to Executive by a third Party without breach of any confidentiality obligation. |
| --- | --- |
| (i) | “Disability” means Executive’s inability,<br>due to any illness, injury, accident or condition of either a physical or psychological nature, to substantially perform Executive’s<br>duties and responsibilities hereunder for a period of one hundred twenty (120) consecutive days, or for any one hundred and eighty (180)<br>days during any period of three hundred and sixty-five (365) consecutive calendar days, exclusive of any leave Executive may take under<br>the Family and Medical Leave Act, 29 U.S.C. § 12101 et seq. (“FMLA”) or as a reasonable accommodation<br>under the Americans with Disabilities Act, 29 U.S.C. § 2601 et seq. (“ADA”). |
| --- | --- |
| (j) | “Final Compensation” means the amount<br>equal to the sum of: (i) the Base Salary earned but not paid through the date of termination of employment, payable not later than the<br>next scheduled payroll date, (ii) any business and related expenses and allowances incurred by Executive or to which Executive is entitled<br>under Section 4(f) but unreimbursed on the date of termination of employment; provided that with respect to business expenses unreimbursed<br>under Section 4(f), such expenses and required substantiation and documentation are submitted within one hundred eighty (180) days of<br>termination in the case of termination on account of Executive’s death, or thirty (30) days on account of termination for any reason<br>other than death, and that such expenses are reimbursable under Company’s applicable reimbursement policy, and (iii) any other<br>supplemental compensation, insurance, retirement or other benefits due and payable or otherwise required to be provided under Section<br>4 in accordance with the terms and conditions of the applicable plan or agreement. |
| --- | --- |
| (k) | “Good Reason” means, without Executive’s<br>express written consent: (i) a material reduction in the Base Salary, then in effect, except a material diminution generally affecting<br>all of the members of the Company’s management, (ii) a material reduction in job title, position or responsibility, (iii) a material<br>breach of any term or condition contained in this Agreement, or (iv) a relocation of Executive’s principal worksite that is more<br>than fifty (50) miles from Executive’s principal worksite as of the Effective Date. However, none of the foregoing events or conditions<br>will constitute “Good Reason” unless (i) Executive provides Company with written notice of the existence of Good Reason<br>within ninety (90) days following the occurrence thereof, (ii) Company does not reverse or otherwise cure the event or condition within<br>thirty (30) days of receiving that written notice, and (iii) Executive resigns Executive’s employment within thirty (30) days following<br>the expiration of that cure period. |
| --- | --- |
9
| (l) | “Intellectual Property” means inventions,<br>discoveries, developments, methods, processes, compositions, works, concepts and ideas (whether or not patentable or copyrightable or<br>constituting trade secrets) conceived, made, created, developed or reduced to practice by Executive (whether alone or with others, whether<br>or not during normal business hours or on or off Company premises) during Executive’s employment that relate to either the Services<br>or any prospective activity of Company or that make use of Confidential Information or any of the equipment or facilities of Company. |
|---|---|
| (m) | “Person” means an individual, a corporation,<br>a limited liability company, an association, a partnership, an estate, a trust, and any other entity or organization other than Company. |
| --- | --- |
| (n) | “Sale of Company” means the sale of Company<br>to an independent third Party or group of independent third Parties pursuant to which such Party or Parties acquire: (i) equity interests<br>possessing the voting power under normal circumstances to elect a majority of the Board of Directors or similar governing body of Company<br>(whether by merger, consolidation or sale or transfer of such equity interests), or (ii) all or substantially all of Company’s<br>assets determined on a consolidated basis. |
| --- | --- |
| (o) | “Services” means all services planned,<br>researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by Company, together with<br>all products provided or planned by Company, during Executive’s employment. |
| --- | --- |
| (p) | “Severance Period” shall mean that number<br>of years or partial years following termination of Executive’s employment equal to the number of years or partial years of Base<br>Salary that the Executive receives under Section 5(f).. |
| --- | --- |
| (q) | “Term End Date” shall mean the last day<br>of the Term of this Employment Agreement. |
| --- | --- |
| 12. | Withholding. All payments made by Company under this<br>Agreement may be reduced by any tax or other amounts required to be withheld by Company under applicable law or by any amounts authorized<br>in writing by Executive. |
| --- | --- |
| 13. | Assignment. Neither Company nor Executive may make<br>any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other;<br>provided, however, that Company may assign its rights and obligations under this Agreement without the consent of Executive in the event<br>of a Sale of Company. This Agreement shall inure to the benefit of and be binding upon Company and Executive, their respective successors,<br>executors, administrators, heirs and permitted assigns. |
| --- | --- |
| 14. | Compliance with Code Section 409A. |
| --- | --- |
| (a) | Notwithstanding any provision of this Agreement to the contrary,<br>Executive’s employment will be deemed to have terminated on the date of Executive “separation from service” (within<br>the meaning of Treas. Reg. Section 1.409A-1(h)) with Company. |
| --- | --- |
| (b) | It is intended that this Agreement will comply with Section<br>409A of the Code, and any regulations and guideline issued thereunder (“Section 409A”) to the extent that any compensation<br>and benefits provided hereunder constitute deferred compensation subject to Section 409A. This Agreement shall be interpreted on a basis<br>consistent with this intent. The Parties will negotiate in good faith to amend this Agreement as necessary to comply with Section 409A<br>in a manner that preserves the original intent of the Parties to the extent reasonably possible. No action or failure to act, pursuant<br>to this Section 14 shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify<br>or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. |
| --- | --- |
| (c) | For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or<br>any successor provision), each payment in a series of payments will be deemed a separate payment. |
| --- | --- |
10
| (d) | Notwithstanding anything in this Agreement to the contrary,<br>if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code<br>would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period<br>in which Executive is a “specified Executive” (as defined under Code Section 409A and the final regulations thereunder),<br>then, subject to any permissible acceleration of payment by Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations<br>order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): |
|---|---|
| (i) | if the payment or distribution is payable in a lump sum, the<br>Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier<br>of Executive’s death or the first day of the seventh month following Executive’s separation from service; and |
| --- | --- |
| (ii) | if the payment or distribution is payable over time, the amount<br>of such non-exempt deferred compensation that would otherwise be payable during the six months immediately following Executive’s<br>separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount<br>will be delayed until the earlier of Executive’s death or the first day of the seventh month following Executive’s separation<br>from service, whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule<br>for any remaining payments or distributions will resume. |
| --- | --- |
This Section 14(d) should not be construed to prevent the application of Treas. Reg § 1.409A-1(b)(9)(iii) (or any successor provision) to amounts payable hereunder (or any portion thereof).
| 15. | Golden Parachute Limitation. Notwithstanding anything in this Section or elsewhere in this<br> Agreement to the contrary, in the event the payments and benefits payable hereunder to or on behalf of Executive (which the Parties<br> agree will not include any portion of payments allocated to the non-competition and non-solicitation provisions of Section 9) that<br> are classified as payments of reasonable compensation for purposes of Section 280G of the Code, when added to all other amounts and<br> benefits payable to or on behalf of Executive, would result in the loss of a deduction under Code Section 280G, or the imposition of<br> an excise tax under Code Section 4999, the amounts and benefits payable hereunder shall be reduced to such extent as may be<br> necessary to avoid such loss of deduction or imposition of excise tax. In applying this principle, the reduction shall be made in a<br> manner consistent with the requirements of Code Section 409A and where two or more economically equivalent amounts are subject to reduction, but payable at different<br>times, such amounts shall be reduced on a pro-rata basis. All calculations required to be made under this subsection will be made<br>by the Company’s independent public accountants, subject to the right of Executive’s professional advisors to review the same.<br>The Parties recognize that the actual implementation of the provisions of this subsection are complex and agree to deal with each other<br>in good faith to resolve any questions or disagreements arising hereunder. |
|---|
11
| 16. | Successors. |
|---|---|
| (a) | Company’s Successors. Subject to Section 5(f),,<br>any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to<br>all or substantially all of the Company’s business and/or assets shall assume the obligations under this Agreement and agree expressly<br>to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform<br>such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include<br>any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this Section<br>16 or which becomes bound by the terms of this Agreement by operation of law. |
| --- | --- |
| (b) | Executive’s Successors. The terms of this Agreement<br>and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives,<br>executors, administrators, successors, heirs, distributees, devisees and legatees |
| --- | --- |
| 17. | Clawback Provisions. Any amounts payable under this<br>Agreement are subject to any policy (whether in existence as of the Effective Date or later adopted) established by the Company providing<br>for clawback or recovery of amounts that were paid to the Executive. The Company will make any determination for clawback or recovery<br>in its sole discretion and in accordance with any applicable law or regulation. |
| --- | --- |
| 18. | Indemnification. Company will indemnify Executive<br>to the fullest extent permitted by law, for all amounts (including, without limitation, judgments, fines, settlement payments, expenses<br>and reasonable out-of-pocket attorneys’ fees) incurred or paid by Executive in connection with any action, suit, investigation<br>or proceeding, or threatened action, suit, investigation or proceeding, arising out of or relating to the performance by Executive of<br>services for, or the acting by Executive as a director, officer or Executive of, Company, or any subsidiary of Company. Any fees or other<br>necessary expenses incurred by Executive in defending any such action, suit, investigation or proceeding shall be paid by Company in<br>advance, subject to Company’s right to seek repayment from Executive if a determination is made that Executive was not entitled<br>to indemnification. |
| --- | --- |
| 19. | Severability. If any portion or provision of this<br>Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement,<br>or the application of such portion or provision in the circumstances other than those as to which it is so declared illegal or unenforceable,<br>shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent<br>permitted by law. |
| --- | --- |
| 20. | Waiver. No waiver of any provision hereof shall be<br>effective unless made in writing and signed by the waiving Party. The failure of either Party to require the performance of any term<br>or obligation of this Agreement, or the waiver by either Party of any breach of this Agreement, shall not prevent any subsequent enforcement<br>of such term or obligation or be deemed a waiver of any subsequent breach. |
| --- | --- |
| 21. | Survival. Section 6 through and including Section<br>32 shall survive and continue in full force in accordance with their terms notwithstanding the termination of Executive’s employment<br>(and hence the Term of this Agreement) for any reason. |
| --- | --- |
| 22. | Notices. Any and all notices, requests, demands and<br>other communications provided for by this Agreement shall be in writing and shall be effective when delivered in Person, with respect<br>to notices delivered personally, or upon confirmed receipt when delivered by facsimile or deposited with a reputable, nationally recognized<br>overnight courier service and addressed or faxed to Executive at Executive’s last known address on the books of Company or, in<br>the case of Company, at its principal place of business, attention: Secretary, Board of Directors. |
| --- | --- |
12
| 23. | Entire Agreement. This Agreement constitutes the entire<br>agreement between the Parties (including with respect to Company, its successors and assigns) with respect to Executive’s employment<br>and supersedes all prior communications, agreements and understandings, written or oral, with respect to the terms and conditions of<br>Executive’s employment. |
|---|---|
| 24. | Amendment. This Agreement may be amended or modified<br>only by a written instrument signed by Executive and by an expressly authorized representative of Company. |
| --- | --- |
| 25. | Headings. The headings and captions in this Agreement<br>are for convenience only and in no way define or describe the scope or content of any provision of this Agreement. |
| --- | --- |
| 26. | Counterparts. This Agreement may be executed in two<br>or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Furthermore,<br>the delivery of a copy of such signature by facsimile transmission or other electronic exchange methodology shall constitute a valid<br>and binding execution and delivery of this Agreement by such Party, and such electronic copy shall constitute an enforceable original<br>document. Counterpart signatures need not be on the same page and shall be deemed effective upon receipt. |
| --- | --- |
| 27. | Additional Obligations. Without implication that the<br>contrary would otherwise be true, Executive’s obligations under Section 7, Section 8 and Section 9 are in addition to, and not<br>in limitation of, any obligations that Executive may have under applicable law (including any law regarding trade secrets, duty of loyalty,<br>fiduciary duty, unfair competition, unjust enrichment, slander, libel, conversion, misappropriation and fraud). |
| --- | --- |
| 28. | Attorneys’ Fees. In any action or proceeding<br>brought to enforce any provision of this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys’ fees,<br>costs, and expenses from the other Party to the action or proceeding. For purposes of this Agreement, the “prevailing Party”<br>shall be deemed to be that Party who obtains substantially the result sought, whether by settlement, mediation, judgment or otherwise,<br>and “attorneys’ fees” shall include, without limitation, the reasonable out-of-pocket attorneys’ fees<br>incurred in retaining counsel for advice, negotiations, suit, appeal or other legal proceeding, including mediation and arbitration. |
| --- | --- |
| 29. | Confidentiality. The Parties acknowledge and agree<br>that this Agreement and each of its provisions are and shall be treated strictly confidential. During the Term and thereafter, Executive<br>shall not disclose any terms of this Agreement to any Person or entity without the prior written consent of Company, with the exception<br>of Executive’s tax, legal or accounting advisors or for legitimate business purposes of Executive, or as otherwise required by<br>law. |
| --- | --- |
| 30. | No Rule of Construction. This Agreement shall be construed<br>to be neither against nor in favor of any Party hereto based upon any Party’s role in drafting this Agreement, but rather in accordance<br>with the fair meaning hereof. |
| --- | --- |
| 31. | Governing Law. The validity, interpretation, construction<br>and performance of this Agreement shall be governed by the laws of the state of Florida. |
| --- | --- |
| 32. | WAIVER OF JURY TRIAL. EXECUTIVE AND THE COMPANY EXPRESSLY<br>WAIVE ANY RIGHT EITHER MAY HAVE TO A JURY TRIAL CONCERNING ANY CIVIL ACTION THAT MAY ARISE FROM THIS AGREEMENT OR THE RELATIONSHIP OF<br>THE PARTIES HERETO. |
| --- | --- |
| 33. | Conditions. This Agreement and the Executive’s<br>continued employment hereunder is conditional on the Company’s satisfaction (determined in the Company’s sole discretion)<br>that the Executive has met the legal requirements to perform the Executive’s role, including but not limited to satisfactory results<br>of a background and/or credit search or any other applicable security clearance checks and criminal record checks and other reference<br>checks that the Company performs. The Executive acknowledges and agrees that in signing this Agreement and providing the Company with<br>the necessary documentation to perform the checks required for the Executive’s role and with references, the Executive is providing<br>consent to the Company or its agent, to performs such checks and contact the references the Executive provided to the Company. |
| --- | --- |
13
| 34. | Prior Restrictions. By signing below, the Executive<br>represents that the Executive is not bound by the terms of any agreement with any Person which restricts in any way the Executive’s<br>hiring by the Company and the performance of the Executive’s expected job duties; the Executive also represents that, during the<br>Executive’s employment with the Company, the Executive shall not disclose or make use of any confidential information of any other<br>persons or entities in violation of any of their applicable policies or agreements and/or applicable law. |
|---|---|
| 35. | Independent Legal Counsel. By signing below, the Executive<br>hereby acknowledges that the Executive has been encouraged to obtain independent legal advice regarding the execution of this Agreement,<br>and that the Executive has either obtained such advice or voluntarily chosen not to do so, and hereby waives any objections or claims<br>the Executive may make resulting from any failure on the Executive’s part to obtain such advice. |
| --- | --- |
| 36. | Counterparts. This Agreement may be executed in one<br>or more counterparts, each of which shall be deemed an original when executed, but all of which taken together shall constitute the same<br>Agreement. Delivery of an executed counterpart of a signature page to this Agreement by electronic transmission, including in portable<br>document format (.pdf), shall be deemed as effective as delivery of an original executed counterpart of this Agreement. |
| --- | --- |
[SIGNATURE PAGE FOLLOWS]
14
IN WITNESS WHEREOF, this Agreement has been executed by Company (by its duly authorized representative) and by Executive, as of the date first above written.
| Ludwig Enterprises Inc. | |
|---|---|
| By: | |
| Marvin Hausman, Chairman of the Board | |
| EXECUTIVE: | |
| By: | |
| Charles T. Todd Jr. |
15
Exhibit 16.1
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
April 22, 2025
To whom it may concern:
We have read the notification dated April 22, 2025 from Ludwig Enterprises, Inc. as to the replacement of auditors for that Company.
We agree with the representations of the Company, as follows:
| 1. | During the previous year with Assurance Dimensions, there were no problems related to any matter<br>of accounting principles or practices, financial statement disclosure, auditing scope or procedure, or compliance with applicable rules,<br>which problems, if not resolved to the satisfaction of Assurance Dimensions would have caused us to make reference to them in connection<br>with our report on the subject matter of the problems. |
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| 2. | Assurance Dimensions report on the consolidated financial statements for the previous year did<br>not contain an adverse opinion or disclaimer of opinion, and was not qualified as to uncertainties, audit scope, or accounting principles. |
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| 3. | Assurance Dimensions has been paid in full for all services rendered to date. |
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Very truly yours,
/s/ Assurance Dimensions
Assurance Dimensions
ASSURANCE DIMENSIONS, LLC
also d/b/a McNAMARA and ASSOCIATES, LLC
TAMPA BAY: 4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053
JACKSONVILLE: 7800 Belfort Parkway, Suite 290 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053
ORLANDO: 1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053
SOUTH FLORIDA: 3111 N. University Drive, Suite 621 | Coral Springs, FL 33065 | Office: 754.800.3400 | Fax: 813.443.5053
www.assurancedimensions.com
“Assurance Dimensions” is the brand name under which Assurance Dimensions, LLC including its subsidiary entities McNamara and Associates, LLC (referred together as “AD LLC”) and AbitOs Advisors, LLC (“AbitOs Advisors”), provide professional services. AD LLC and AbitOs Advisors practice as an alternative practice structure in accordance with the AICPA Code of Professional Conduct and applicable laws, regulations, and professional standards. AD LLC is a licensed independent CPA firm that provides attest services to its clients, and AbitOs Advisors provides tax and business consulting services to their clients. AbitOs Advisors, and its subsidiary entities are not licensed CPA firms.
Exhibit 99.1
Ludwig Enterprises Inc. Announces new leadership appointment
of Charles T. Todd, Jr.
Charles T. Todd, Jr. named CEO and Chair of the Board
(Sparks, NV, April 23, 2025) Ludwig Enterprises, Inc. (the “Company”), has appointed Charles T. Todd, Jr. as Chief Executive Officer and Chairman of the Board of Directors, to oversee the Company’s transition from an innovative research and diagnostic development business to a healthcare solutions provider. Mr. Todd has over 40 years of experience in the Clinical Laboratory Industry in addition to overseeing the growth and development of other innovative healthcare companies.
Mr. Todd founded the first cancer specialty laboratory in the United States which was subsequently acquired by BioReference Laboratories, Inc. (“BioReference”) where he was ultimately promoted to Executive Vice President. Mr. Todd was responsible for all sales, marketing, laboratory acquisitions and payor contracts. During his 20 year tenure with BioReference, Mr. Todd led their growth from a northeast regional laboratory to the third largest clinical laboratory in the United States. BioReference was sold to OPKO Health, Inc. for $1.2 Billion Dollars in 2015. Mr. Todd left BioReference two years after the sale and since leaving Mr. Todd has helped other medical device companies establish new markets and develop operational excellence. As CEO and Chair of the Board of Directors, Mr. Todd brings a unique vision to architect and execute the transition of the company.
The Company is excited to bring him aboard and leverage his vast experience commercializing new products and services in the clinical laboratory and cancer diagnostics industry.
Marvin S. Hausman, MD, Co-Founder and Chief Science Officer of the Company, articulated: “Mr. Todd has exceptional knowledge, insight, and experience in clinical diagnostic laboratory operations. His strategic plans for our growth will be as rewarding to our shareholders as it will be to the patient community as we roll out our cancer diagnostic program, especially our noninvasive cheek cell breast cancer test.
We are transforming the Cancer Screening Market. Our patent-pending technology uses 48 mRNA markers, nanoscale detection, and artificial intelligence (AI) to provide a non-invasive, painless, convenient, and highly accurate multi-cancer early detection screening via a simple Cheek Swab. This innovative approach gives us a strong competitive edge.
Mr. Todd stated: “I am honored and humbled to accept the positions of Chief Executive Officer and Chairman of the Company. There is enormous potential here, and I relish the challenges ahead. I have had a long and successful career, and this opportunity will be the crown jewel of my professional life.”
About Ludwig Enterprises, Inc.
Ludwig Enterprises, Inc. (which is in the process of changing its name to Revealia Diagnostics, Inc.), a biotech and healthcare holding company, is a global - innovator in mRNA genomics and machine learning AI technology. Our mission is to identify, monitor, and create solutions to -mitigate chronic inflammation, the causative agent of illnesses such as cancer and heart disease, which are responsible for more than 50% of deaths worldwide.
For more information, please visit: http://www.ludwigent.com.
About Revealia Diagnostics™
Revealia™ is a breast cancer screening test that utilizes a proprietary mRNA microarray to establish a personalized inflammatory index that provides a patient with reliable information that can assist in their healthcare medical decisions. - Artificial intelligence (AI) is used to determine a risk score, which is derived from a specific array of inflammatory biomarkers and comparing it to a database of previously analyzed patients*.*
For more information, please visit: www.revealia.com
SAFE HARBOR
Forward-looking statements in this release are made under the "safe harbor" provision of the Private Securities Litigation Reform Act of 1995. Ludwig Enterprises Inc.'s forward-looking statements do not guarantee future performance. This news release includes forward-looking statements concerning the future level of business for the parties. These statements are necessarily subject to risk and uncertainty. Actual results could differ materially from those projected in these forward-looking statements due to certain risk factors that could cause results to differ materially from estimated results. Management cautions that all statements as to future results of operations are necessarily subject to risks, uncertainties, and events that may be beyond the control of Ludwig Enterprises, Inc., and no assurance can be given that such results will be achieved. Potential risks and uncertainties include, but are not limited to, the ability to procure, appropriately price, retain, and complete projects and changes in products and competition.
FOR FURTHER INFORMATION:
CONTACT:
Ludwig Enterprises, Inc.
www.ludwigent.com
Twitter: @LUDG_inc