PREM 8-K
Premier Air Charter Holdings Inc. (PREM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
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If an emerging 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 accountant 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 June 22, 2026, the Board of Directors (the “Board”) of Premier Air Charter Holdings Inc. (the “Company”) appointed Matt Aune as the Company’s Chief Financial Officer, effective June 22, 2026. In this role, Mr. Aune will serve as the Company’s principal financial officer.
Mr. Aune, age 51, most recently served as Chief Financial Officer of Phunware, Inc. from August 2011 to June 2023, where he played a pivotal role in scaling the enterprise software company. During his tenure, Phunware was named to the Inc. 5000 list of America’s fastest-growing private companies for five consecutive years, and Mr. Aune led the company’s public listing on the Nasdaq Stock Market in December 2018. Prior to Phunware, Mr. Aune held progressively senior financial planning and analysis roles at Sony Computer Entertainment America and Midway Games. He holds a Bachelor of Arts in Economics from the University of California, San Diego, and a Master of Business Administration from San Diego State University.
There are no arrangements or understandings between Mr. Aune and any other person pursuant to which he was appointed as Chief Financial Officer. There are no family relationships between Mr. Aune and any director or executive officer of the Company. There are no transactions between the Company and Mr. Aune that would be required to be reported under Item 404(a) of Regulation S-K.
Offer Letter. In connection with his appointment, the Company entered into an offer letter with Mr. Aune dated June 9, 2026 (the “Offer Letter”). Under the Offer Letter, Mr. Aune will receive an annual base salary of $237,000 and will be eligible to participate in the Company’s standard employee benefit programs, including health, dental and vision coverage, a 401(k) plan with a company match, and paid time off, in each case subject to the terms and conditions of the applicable plans and policies. Mr. Aune’s employment with the Company is at-will.
Stock Option Grant. In connection with his appointment, and pursuant to the Company’s 2025 Omnibus Equity Incentive Plan (the “Plan”), the Company granted Mr. Aune a nonstatutory stock option to purchase 1,500,000 shares of the Company’s common stock (the “Option”) under an Employee Nonstatutory Stock Option Agreement dated June 22, 2026 (the “Option Agreement”). The Option has an exercise price of $0.059 per share and a term of five years from the date of grant. Subject to Mr. Aune’s continued employment, the Option vests in four equal annual installments of 25% of the underlying shares, with the first installment vesting on the first anniversary of the grant date and an additional 25% vesting on each of the three successive anniversaries. The Option Agreement also permits a cashless (net) exercise and is otherwise subject to the terms and conditions of the Plan and the Option Agreement.
The foregoing descriptions of the Offer Letter and the Option Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Offer Letter and the Option Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 10.1 | Offer Letter, dated June 9, 2026, between Premier Air Charter Holdings Inc. and Matt Aune |
| 10.2 | Employee Nonstatutory Stock Option Agreement, dated June 22, 2026, between Premier Air Charter Holdings Inc. and Matt Aune |
| 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PREMIER AIR CHARTER HOLDINGS INC. | ||
| Date: June 26, 2026 | By: | /s/ Sandra J. Bonar |
| Name: | Sandra J. Bonar | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
Matt Aune
CFO
9118 White Alder Ct
San Diego, Ca 92127
June 9, 2026
Dear Matt:
We are pleased to inform you that Premier Air Charter would like to offer you the position of CFO, with anticipated start date of June 22, 2026. Your regular hours of work will be Monday-Friday 40 hours a week, however, schedules are subject to change based on the needs of the business. Your position will be reporting directly to Ross Gourdie and Vince Monteparte. Your primary work location will be 2006 Palomar Airport Rd Ste 210 Carlsbad, CA 92011
This is a FULL-TIME, exempt role, with a starting yearly wage rate of $237,000 USD, paid (BI-WEEKLY), on Fridays. This position is eligible for benefits and paid time off (for not eligible-not otherwise mandated by applicable law).
In addition to your wages, you are also eligible for (BASED ON PLAN AND POLICY TERMS AND CONDITIONS);
| ● | Stock Option grants-1.5 million shares | |
| ● | 48-month investing period | |
| ● | Health, Dental, and Vision Coverage (Employer covers 90% of employee. Employer does not cover dependents) | |
| ● | 401(k) Plan with Company Match, subject to plan terms | |
| ● | Paid Time Off. While employed with the Company you will receive unlimited days of paid vacation/personal/sick days (“PTO”) each year, which may be taken at any time, subject to the Company's prior approval, which shall not be unreasonably withheld or delayed. The Company shall not make any payment in respect of PTO not taken, upon termination or expiration of your employment. You are expected to manage any time off taken around your job responsibilities, and time off does not exempt you from completion of your business objectives as mutually agreed upon with your senior manager. | |
| ● | Paid Company Holidays |
Benefits are effective on the first of the month, following 30 days of work. Please see the benefits handbook for full details and all plan options.
On your first day, you will be given an orientation by Human Resources. This orientation will include completing employment forms, reviewing benefits, and an introduction to the company. Please be prepared to provide appropriate documentation for the completion of your new-hire forms, including proof that you are presently eligible to work in the United States for I-9 Form purposes.
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Failure to provide appropriate documentation within three days of hire will result in immediate termination of employment in accordance with the terms of the Immigration Reform and Control Act.
Please indicate your acceptance of our offer by returning a signed copy of this letter, no later than 06/12/26. If you have any questions about your offer, please contact Human Resources at 858-358-0212. Welcome to the team!
Sincerely,
Ross Gourdie
Ross Gourdie, President
I Matt Aune, have read, and fully understand, the provisions of this offer of employment, and I accept the above conditional job offer. I understand that my employment with Premier Air Charter is considered at will, meaning that either the company or I may terminate this employment relationship at any time with or without cause or notice.
This offer shall remain open until (3 BUSINESS DAYS FROM OFFER DATE). Any acceptance postmarked after this date will be considered invalid.
| Signature: /s/Matt Aune | Date: June 11, 2026 |
Name (Print): Matt Aune
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Exhibit 10.2
PREMIER AIR CHARTER HOLDINGS INC.
EMPLOYEE NONSTATUTORY STOCK OPTION AGREEMENT
This Employee Nonstatutory Stock Option Agreement (“Agreement”) is made and entered into as of the date set forth below, by and between PREMIER AIR CHARTER HOLDINGS INC., a Nevada corporation (the “Company”), and the following employee of the Company (“Optionee”):
In consideration of the covenants herein set forth, the parties hereto agree as follows:
1. Option Information.
| (a) | Date of Option: | |||
| (b) | Optionee: | |||
| (c) | Number of Shares: | |||
| (d) | Exercise Price: | $ per Share |
2. Acknowledgements.
(a) Optionee is an employee of the Company.
(b) The Board of Directors (the “Board” which term shall include an authorized committee of the Board of Directors) and shareholders of the Company have heretofore adopted a 2025 Omnibus Equity Incentive Plan (the “Plan”), pursuant to which this Option is being granted; and
(c) The Board has authorized the granting to Optionee of a nonstatutory stock option (“Option”) to purchase shares of common stock of the Company (“Stock”) upon the terms and conditions hereinafter stated and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) provided by Rule 701 thereunder.
3. Shares; Price. Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein stated, the number of shares of Stock set forth in Section 1(c) above (the “Shares”) for cash (or other consideration as is authorized under the Plan and acceptable to the Board of Directors of the Company, in their sole and absolute discretion) at the price per Share set forth in Section 1(d) above (the “Exercise Price”), such price being not less than eighty-five percent (85%) of the fair market value per share of the Shares covered by this Option as of the date hereof.
4. Term of Option; Continuation of Service. This Option shall expire, and all rights hereunder to purchase the Shares shall terminate, five (5) years from the date hereof. This Option shall earlier terminate subject to Sections 7 and 8 hereof upon, and as of the date of, the termination of Optionee’s employment if such termination occurs prior to the end of such five (5) year period. Nothing contained herein shall confer upon Optionee the right to the continuation of his or her employment by the Company or to interfere with the right of the Company to terminate such employment or to increase or decrease the compensation of Optionee from the rate in existence at the date hereof.
5. Vesting of Option. Subject to the provisions of Sections 7 and 8 hereof, this Option shall become exercisable during the term of Optionee’s employment in four (4) equal annual installments of twenty-five percent (25%) of the Shares covered by this Option over a period of forty-eight (48) months, the first installment to be exercisable on the first anniversary of the date of this Option, with an additional twenty-five percent (25%) of such Shares becoming exercisable on each of the three (3) successive anniversary dates. The installments shall be cumulative (i.e., this option may be exercised, as to any or all shares covered by an installment, at any time or times after an installment becomes exercisable and until expiration or termination of this option).
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6. Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined by multiplying the number of Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per share of the Common Stock and the Exercise Price, and the denominator of which shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Options with a per option exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the five (5) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime, except as provided in Section 8 hereof.
7. Termination of Employment. If Optionee shall cease to be employed by the Company for any reason, whether voluntarily or involuntarily, other than by his or her death, Optionee (or if the Optionee shall die after such termination, but prior to such exercise date, Optionee’s personal representative or the person entitled to succeed to the Option) shall have the right at any time within one (1) month following such termination of employment or the remaining term of this Option, whichever is the lesser, to exercise in whole or in part this Option to the extent, but only to the extent, that this Option was exercisable as of the date of termination of employment and had not previously been exercised; provided, however: (i) if Optionee is permanently disabled (within the meaning of Section 22(e)(3) of the Code) at the time of termination, the foregoing one (1) month period shall be extended to six (6) months; or (ii) if Optionee is terminated “for cause”, or by the terms of the Plan or this Option Agreement or by any employment agreement between the Optionee and the Company, this Option shall automatically terminate as to all Shares covered by this Option not exercised prior to termination.
Unless earlier terminated, all rights under this Option shall terminate in any event on the expiration date of this Option as defined in Section 4 hereof.
8. Death of Optionee. If the Optionee shall die while in the employ of the Company, Optionee’s personal representative or the person entitled to Optionee’s rights hereunder may at any time within six (6) months after the date of Optionee’s death, or during the remaining term of this Option, whichever is the lesser, exercise this Option and purchase Shares to the extent, but only to the extent, that Optionee could have exercised this Option as of the date of Optionee’s death; provided, in any case, that this Option may be so exercised only to the extent that this Option has not previously been exercised by Optionee.
9. No Rights as Shareholder. Optionee shall have no rights as a shareholder with respect to the Shares covered by any installment of this Option until the effective date of issuance of the Shares following exercise of this Option, and no adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are issued except as provided in Section 10 hereof.
10. Recapitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered by this Option, and the Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected without receipt of consideration by the Company; provided however that the conversion of any convertible securities of the Company shall not be deemed having been “effected without receipt of consideration by the Company”.
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In the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a “Reorganization”), unless otherwise provided by the Board, this Option shall terminate immediately prior to such date as is determined by the Board, which date shall be no later than the consummation of such Reorganization. In such event, if the entity which shall be the surviving entity does not tender to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option a stock option or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shall provide the Optionee with substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee, in its sole and absolute discretion and without obligation, the right for a period commencing thirty (30) days prior to and ending immediately prior to the date determined by the Board pursuant hereto for termination of the Option or during the remaining term of the Option, whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment provisions of Section 5; provided, however, that such exercise shall be subject to the consummation of such Reorganization.
Subject to any required action by the shareholders of the Company, if the Company shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain to and apply to the securities to which a holder of Shares equal to the Shares subject to this Option would have been entitled by reason of such merger or consolidation, and the installment provisions of Section 5 shall continue to apply.
To the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly provided, Optionee shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Shares subject to this Option shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or securities convertible into shares of stock of any class.
The grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or assets.
11. Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, Optionee will recognize income, for Federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, determined as of the date of exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee shall constitute an agreement by Optionee to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount of such income and corresponding deduction to the Company for its income tax purposes. Withholding for federal or state income and employment tax purposes will be made, if and as required by law, from Optionee’s then current compensation, or, if such current compensation is insufficient to satisfy withholding tax liability, the Company may require Optionee to make a cash payment to cover such liability as a condition of the exercise of this Option.
12. Modification, Extension and Renewal of Options. The Board or Committee, as described in the Plan, may modify, extend or renew this Option or accept the surrender thereof (to the extent not theretofore exercised) and authorize the granting of a new option in substitution therefore (to the extent not theretofore exercised), subject at all times to the Plan and the Code. Notwithstanding the foregoing provisions of this Section 12, no modification shall, without the consent of the Optionee, alter to the Optionee’s detriment or impair any rights of Optionee hereunder.
13. Investment Intent; Restrictions on Transfer.
(a) Optionee represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire the Shares upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof; and that upon such exercise of this Option in whole or in part, Optionee (or any person or persons entitled to exercise this Option under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. If the Shares represented by this Option are registered under the Securities Act, either before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the foregoing investment representation and agreement and shall not be required to furnish the Company with the foregoing written statement.
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(b) Optionee further represents that Optionee has had access to the financial statements or books and records of the Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial condition, and to obtain additional information reasonably necessary to verify the accuracy of such information
(c) Unless and until the Shares represented by this Option are registered under the Securities Act, all certificates representing the Shares and any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following form:
THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE ’SECURITIES ACT’) OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED JUNE 22, 2026 BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.
and/or such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares have been placed with the Company’s transfer agent.
14. Stand-off Agreement. Optionee agrees that, in connection with any registration of the Company’s securities under the Securities Act, and upon the request of the Company or any underwriter managing an underwritten offering of the Company’s securities, Optionee shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other than Shares included in the offering) without the prior written consent of the Company or such managing underwriter, as applicable, for a period of at least one year following the effective date of registration of such offering.
15. Intentionally left blank.
16. Notices. Any notice required to be given pursuant to this Option or the Plan shall be in writing and shall be deemed to be delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to Optionee at the address last provided by Optionee for his or her employee records.
17. Agreement Subject to Plan; Applicable Law. This Option is made pursuant to the Plan and shall be interpreted to comply therewith. A copy of such Plan is available to Optionee, at no charge, at the principal office of the Company. Any provision of this Option inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Option has been granted, executed and delivered in the State of Nevada, and the interpretation and enforcement shall be governed by the laws thereof and subject to the exclusive jurisdiction of the courts therein.
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In Witness Whereof, the parties hereto have executed this Option as of the date first above written.
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COMPANY: |
PREMIER AIR CHARTER HOLDINGS INC., |
| By: | |
| Name: | |
| Title: Chief Executive Officer | |
| OPTIONEE: |
|
| By: | |
| (signature) | |
| Name: ______________________ | |
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Appendix A
NOTICE OF EXERCISE
PREMIER AIR CHARTER HOLDINGS INC.
_________________
_________________
Re: Nonstatutory Stock Option
1) Notice is hereby given pursuant to Section 6 of my Nonstatutory Stock Option Agreement that I elect to purchase the number of shares set forth below at the exercise price set forth in my option agreement:
Nonstatutory Stock Option Agreement dated: June 22, 2026
Number of shares being purchased: ____________
Exercise Price: $____________
A check in the amount of the aggregate price of the shares being purchased is attached.
OR
2) I elect a cashless exercise pursuant to Section 6 of my Nonstatutory Stock Option Agreement. The Average Market Price as of _______ was $_____.
I hereby confirm that such shares are being acquired by me for my own account for investment purposes, and not with a view to, or for resale in connection with, any distribution thereof. I will not sell or dispose of my Shares in violation of the Securities Act of 1933, as amended, or any applicable federal or state securities laws. Further, I understand that the exemption from taxable income at the time of exercise is dependent upon my holding such stock for a period of at least one year from the date of exercise and two years from the date of grant of the Option.
I understand that the certificate representing the Option Shares will bear a restrictive legend within the contemplation of the Securities Act and as required by such other state or federal law or regulation applicable to the issuance or delivery of the Option Shares.
I agree to provide to the Company such additional documents or information as may be required pursuant to the Company’s 2025 Omnibus Equity Incentive Plan.
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| By: | |||
| (signature) | |||
| Name: |
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