Current Report Filing (8-k)
June 27 2023 - 4:45PM
Edgar (US Regulatory)
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0001174891
2023-06-19
2023-06-19
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
(Amendment
No. __)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report: June 19, 2023
CalEthos,
Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
000-50331 |
|
98-0371433 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
11753
Willard Avenue
Tustin,
CA |
|
92782 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (714) 352-5315
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 240.13a-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on 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 (§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
June 19, 2023, CalEthos, Inc. (the “Company”) entered into an Employment Agreement dated as of June 19, 2023 (the
“Employment Agreement”) with Joel Stone, the Company’s President and Chief Operating Officer. Pursuant to the terms
of the Employment Agreement, Mr. Stone will receive (i) an annual base salary of $250,000, which amount may be increased upon the Company
reaching certain benchmarks described in the Employment Agreement, as determined in the sole discretion of the Company; (ii) an initial
option grant of seven-year options to purchase 2,500,000 shares of the Company’s common stock for a purchase price of $0.50 per
share, of which the right to purchase up to 1,250,000 shares will vest in equal installments over a period of three years and the right
to purchase up to 1,250,000 shares will vest upon the Company completing certain milestones that are set out in the Employment Agreement;
and (iii) the right to participate in all benefit plans offered to the Company’s senior executive officers.
The
Employment Agreement also provides for certain severance benefits upon a termination by the Company without “cause” or by
Mr. Stone for “good reason.” In the event of a termination by the Company without “cause” or by Mr. Stone for
“good reason” after the first full year of employment, Mr. Stone would be entitled to (i) continued payment of his base salary
for the lesser of six (6) months or the remaining term of the Employment Agreement, subject to Mr. Stone signing a timely and effective
separation agreement containing a release of all claims against the Company and other customary terms; provided, however, that if such
termination is between the 91st day and the end of the first year of employment, Mr. Stone will be entitled to a pro rata
portion of such payment.
The
foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the
Employment Agreement, a copy of which is attached to this Current Report as Exhibit 10.1 and incorporated herein by reference.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
SIGNATURE
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.
| |
|
CALETHOS,
INC. |
| |
|
|
|
| Date: June 27, 2023 |
By: |
/s/
Michael Campbell |
| |
|
|
Michael
Campbell |
| |
|
|
Chief
Executive Officer |
CalEthos (PK) (USOTC:BUUZ)
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