0001716583FALSE00017165832025-02-032025-02-03


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 3, 2025
___________________________________
Hyzon Motors Inc.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware001-3963282-2726724
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)
599 South Schmidt Road
Bolingbrook, IL
60440
(Address of principal executive offices)(Zip Code)
(585)-484-9337
(Registrant's telephone number, including area code)
                                                                                       Not Applicable
(Former name or former address, if changed since last report)
___________________________________
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))
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 January 31, 2025, Hyzon Motors Inc. (the “Company”) and Stephen Weiland, the Company’s Chief Financial Officer, entered into an Amendment (the “Amendment”) to Mr. Weiland’s Employment Agreement (the “Employment Agreement”) dated October 11, 2023. Under the terms of the Amendment, Mr. Weiland will be eligible for a special incentive to assist the Company with the potential sale of its intellectual property and intangible assets, the Company’s ongoing operations in whole or in part, or an investor to support ongoing operations in some fashion or as a bridge to a process or subsequent transaction, but not for sale of tangible assets (collectively, the “Transaction”).

Commencing February 19, 2024 and continuing until the earlier of (i) April 20, 2025 and (ii) the date Hyzon terminates Mr. Weiland’s employment (the “Post WARN Period”), Mr. Weiland’s base salary will be reduced to sixty-seven percent (67%) of his current base salary, or to $301,500 per year. Further, during the Post WARN Period, should the Company complete a Transaction, Mr. Weiland will be entitled to receive the following: (i) the sum of his base salary reduction, (the 33% reduction or $148,500 per year pro rata to February 19, 2025, but only if a closed Transaction results in net proceeds (as determined by the Company or any duly appointed administrator or trustee) of at least $500,000 (the “Special Compensation”), and (ii) a bonus equal to ten percent (10%) of the net proceeds in excess of $750,000 from the sale of the Company’s intellectual property, subject further a maximum bonus of $250,000 (the “Special Bonus”). The Special Compensation and Special Bonus, if any, shall be deemed due at closing of a Transaction and immediately payable by the Company.

The foregoing description of the Amendment in not complete and is qualified in its entirety by reference to the Amendment filed as Exhibit 10.1 hereto which is incorporated into this Item 5.02 by reference.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit NumberDescription
10.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)




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.

HYZON MOTORS INC.
Date: February 3, 2025
By:
/s/ John Zavoli
Name:
John Zavoli
Title:
Chief Legal Officer and General Counsel


AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT dated this 31st day of January, 2025 (the “Amendment”) to the Employment Agreement dated effective October 11, 2023 (the “Agreement”), by and between Hyzon Motors USA Inc. (“Company”) and Stephen Weiland (Executive”). Unless otherwise indicated, capitalized terms in this Amendment shall have their given meanings herein or, if no meaning is given, their meanings in the Agreement. Recitals WHEREAS, Company and Executive entered into the Agreement as of October 11, 2023; WHEREAS, on December 20, 2024, Company, gave notice under the federal WARN Act to all U.S. employees including Executive indicating that Company anticipates liquidating its assets and will permanently cease operations during the 14-day period beginning February 18, 2025, and further will close its facilities in Illinois and Michigan should it not find an acquiror or investor to continue its operations in whole or in part; WHEREAS, Company and Executive have discussed providing Executive with a special incentive to assist Company with the potential sale of its intellectual property and intangible assets, the company’s ongoing operations in whole or in part, or an investor to support ongoing operations in some fashion or as a bridge to a process or subsequent transaction, but for the avoidance of doubt, not including the sale of tangible assets(collectively, the “Transaction”) as further provided in this Amendment; and WHEREAS, the parties hereby agree to amend the Agreement to address the provisions as contained in this Amendment. NOW, THEREFORE, the parties hereby agree to amend the Agreement as follows: Amendment Section 3 – Position and Duties. Section 3 is amended by the addition of the following new Section 3.1 as follows: 3.1 Position and Duties – Post WARN Period. Commencing on February 19, 2024, and continuing until the earlier of (i) April 20, 2025 and (ii) the date Hyzon terminates Executive’s employment (the “Post WARN Period”), in addition to Executive’s duties and obligations as CFO, Executive shall be responsible for participating with and assisting the Company’s management team, advisors, attorneys, and Board to identify potential buyers or investors for the Transaction and, subject to the approval of the Board, negotiate the terms of such Transaction. Section 5 - Compensation and Related Matters Section 5(a) is amended by the addition of subsection (i) as follows: (i) Base Salary during Post WARN Period. Commencing February 19, 2024 and continuing during the Post WARN Period, Executive’s Base Salary shall be reduced to sixty-seven percent (67%) of his current Base Salary, or $301,500 per year. New Section 5(g) – Special Compensation and Bonus shall be added as follows: Docusign Envelope ID: 8B57B41E-11DA-4603-A096-DD47591FB637

 
Solely during the Post WARN Period, should the Company close on the Transaction as described in Section 3.1, and further subject to the provisions contained below, Executive shall be entitled to receive the following: (i) The sum of his Base Salary reduction, i.e., the 33% reduction or $148,500 (ONE HUNDRED FORTY-EIGHT THOUSAND FIVE HUNDRED DOLLARS) per year pro rata to February 19, 2025, pursuant to Section 5(a)(i) if and only if a closed Transaction results in net proceeds (as determined by the Company or any duly appointed administrator or trustee) of at least $500,000 (the “Special Compensation”), and (ii) A bonus equal to ten percent (10%) of the net proceeds in excess of $750,000 (SEVEN HUNDRED FIFTY THOUSAND DOLLARS) from the sale of the Company’s intellectual property as described in subsection (g)(i), subject further a maximum bonus of $250,000 (TWO HUNDRED FIFTY THOUSAND FOLLARS) (the “Special Bonus”). The Special Compensation and Special Bonus, if any, shall be deemed due at close and immediately payable by the Company. The intent of the parties is that the Special Compensation and Special Bonus as contained in subsections (g)(i) and (ii), respectively, shall be limited to a closed sale of the Company’s intellectual property during the Post WARN Period and do not apply to the transfer or sale of tangible property or “hard” assets. In the case of any qualifying sale agreement for the Company’s intellectual property that includes tangible property, the sale price for purposes of this Section 5(g) shall be reduced for the price or value of tangible property, and in the case of any agreement where the price or value of tangible property is not itemized, the parties agree to make a reasonable allocation of the sale price or value between intellectual property and tangible property. Except as provided in this Amendment, the Agreement remains in full force and effect. IN WITNESS WHEREOF, the parties hereto hereby have executed this Amendment on the date first above written. HYZON MOTORS USA INC. By: _________________________ Parker Meeks Chief Executive Officer EXECUTIVE _________________________ Stephen Weiland Docusign Envelope ID: 8B57B41E-11DA-4603-A096-DD47591FB637

 
v3.25.0.1
Cover
Feb. 03, 2025
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Feb. 03, 2025
Entity Registrant Name Hyzon Motors Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-39632
Entity Tax Identification Number 82-2726724
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60440
Entity Address, City or Town Bolingbrook
Entity Address, Address Line One 599 South Schmidt Road
Local Phone Number 484-9337
City Area Code 585
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001716583
Amendment Flag false
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