8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 ___________________________

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

            February 18, 2023

SUSGLOBAL ENERGY CORP.(Exact name of registrant as specified in its charter)

200 Davenport Road

            Toronto, Ontario, Canada
            M5R 1J2
         \(Address of principal executive offices\) \(ZIP Code\)

Registrant’s telephone number, including area code: (416) 223-8500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 18, 2023, the Board of Directors (the "Board") of SusGlobal Energy Corp. (the "Company") appointed Bruce Rintoul to the Board and to serve on the Corporate Governance and Nominating Committee and the Compensation Committee of the Board, effective immediately.  On February 22, 2023, the Company issued a press release announcing Mr. Rintoul's appointment to the Board.

Mr. Rintoul's compensation for serving as a member of the Board and as a member of the two Board committees will be $25,000 per year in Canadian Dollars (approximately $18,300 USD per year based on the exchange rate as of February 24, 2023). The compensation is payable each December 31^st^ in either, at the Company’s discretion, cash or shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). If paid in shares, the price per share will be based on the average of the closing price of the Common Stock over the ten (10) trading days prior to December 31^st^. In addition, Mr. Rintoul will be issued one hundred thousand (100,000) shares of Common Stock prior to March 15, 2022.

There is no arrangement or understanding between Mr. Rintoul and any other person pursuant to which Mr. Rintoul was elected as a director. There are no family relationships between Mr. Rintoul and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K under the U.S. Securities Act of 1933, as amended ("Regulation S-K").  Since the beginning of the Company's last fiscal year, the Company has not engaged in any transaction in which Mr. Rintoul had a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.

SusGlobal Energy Corp.: Exhibit 99.1 - Filed by newsfilecorp.com

Exhibit 99.1

Veolia North America Former Senior VP Bruce Rintoul Joins SUSGLOBAL(R) Board of Directors

Toronto, Ontario--(Newsfile Corp. - February 22, 2023) - SusGlobal Energy Corp. (OTCQB: SNRG) ("SusGlobal" or the "Company"), an environmental, agricultural and industrial biotechnology company, today announced the appointment of Bruce Rintoul to the Company's Board of Directors (the "Board"). Rintoul will also serve on the Board's Corporate Governance and Nominating Committee and the Compensation Committee. Previously, Rintoul served as Senior Vice President of Operations at Veolia North America and previously held senior executive positions with environmental and industrial corporations such as Philip Services Corporation, The Churchill Corporation, RSC Equipment Rental, CEDA International Corporation, and Strike Energy Services. Rintoul also previously served on the Board of Directors for CEDA International Corporation in addition to his CEO and President responsibilities.

Rintoul left Veolia in March 2022 after more than 6 years with Veolia in Houston, TX, and Toronto, ON. As Senior VP of Operations at Veolia, he led the transformation of U.S. and Canadian energy generation, water/wastewater management, hazardous waste, and environmental service businesses through structural changes, business process improvements, and data management system implementations. The resulting operational and financial performance improvement subsequently facilitated the divestment of several Veolia businesses in North America.

"Bruce's appointment to the Board of Directors continues SusGlobal's strategy of expanding the strength and depth of its Board through the appointment of accomplished industry veterans," commented Marc Hazout, President and Chief Executive Officer of SusGlobal. "We believe his strong strategic, operational, and business leadership experience in energy, waste, and water markets across North America will be extremely valuable as SusGlobal continues to grow."

Rintoul graduated from the University of New Hampshire with a B.Sc. in Civil Engineering and is a Licensed Professional Engineer in Ontario, Alberta and British Columbia. He received his MBA from the University of Western Ontario, his ICD-DEP from the University of Toronto, Rotman School of Management and his ICD.D from the Institute of Corporate Directors, Calgary, Alberta.

Following this appointment, SusGlobal's Board of Directors is made up of five directors. Mr. Rintoul is an independent director.

About SusGlobal Energy Corp.

SusGlobal Energy Corp., the developer of SusGro™, an award winning and revolutionary pathogen free organic liquid fertilizer, is an environmental, agricultural and industrial biotechnology company focused on acquiring, developing, and monetizing a portfolio of proprietary technologies in the waste to energy and regenerative product applications globally. It is management's objective to grow SusGlobal into a significant sustainable waste to energy and regenerative products provider and a trusted brand for the fertilizer, soil and aquaculture market, as LEADERS IN THE CIRCULAR ECONOMY®. For more information, please visit the SusGlobal website, Twitter and Facebook pages.

Safe Harbor Statement

This news release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company's objectives. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "aims," "potential," "goal," "objective," "prospective," and similar expressions, or that events or conditions "will," "would," "may," "can," "could" or "should" occur. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, lack of sufficient financial resources; variations in market conditions, currency and our stock; the Company's ability to obtain any necessary permits, approvals, consents or authorizations required for its activities; the Company's ability to produce energy, biogas, compost or organic fertilizer from its properties successfully or profitably, to continue its projected growth, or to be fully able to implement its business strategies and other risk factors described in the Company's filings with the U.S. Securities and Exchange Commission, which may be viewed at www.sec.gov.

Contact

SusGlobal Energy Corp. Marc Hazout, President and CEO (416) 223-8500 or Toll Free: 1-866-512-7374 Email: info@susglobalenergy.com SOURCE: SusGlobal Energy Corp.