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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): November
3, 2023
AVANT TECHNOLOGIES INC.
(f/k/a TREND INNOVATIONS HOLDING INC.)
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction of incorporation
or organization) |
333-225433
(Comission File Number)
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38-4053064
(I.R.S. Employer Identification Number)
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c/o Eastbiz.com, Inc 5348 Vegas Drive, Las Vegas,
NV 89108
(Address and telephone number of principal executive
offices)
(Issuer’s telephone number)
(702) 509-1747
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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 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.
Securities registered pursuant to Section 12(b) of
the Act: Not applicable.
Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
Not applicable |
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| Item 1.01 | Entry Into a Material Definitive Agreement. |
| Item 3.02 | Unregistered Sales of Equity Securities |
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers;
Compensatory Arrangements of Certain Officers.
Timothy Lantz - Director and CEO Appointment:
On November 3, 2023, Avant Technologies
Inc. (the “Company”) and Timothy Lantz entered into an Employment Agreement pursuant to which Mr. Lantz was retained as Director
and Chief Executive Officer (“CEO”).
In consideration for serving as CEO, Mr. Lantz will
receive an annual base cash salary of $480,000 plus an annual cash bonus equal to 50% of the annual base salary, to be paid no later than
March 15th of the year immediately following the year in which the bonus was earned. In addition, Mr. Lantz will be eligible to equity
compensation as follows:
| (i) | Incentive Stock Options (ISOs): Effective upon the initiation of employment (the “Start Date”),
Mr. Lantz shall receive an initial option grant in the form of an ISO, in a quantity equivalent to 3% of the total outstanding common
stock of the Company at that date with an exercise price of $1.01, subject to the following key terms: (a) 4-year vesting, with 25% of
the option vesting on the one year anniversary of the Start Date and the remaining 75% vesting ratably on a monthly (1/36 each month)
thereafter over a three year term;. |
| (ii) | Restricted Stock Awards (RSAs): The Company shall grant Mr. Lantz a quarterly RSA equal to $375,000
(the “Quarterly RSA”) for each calendar quarter beginning on August 1, 2023 and continuing throughout the term of employment,
payable on a deferred basis. The number of shares of common stock to be issued in such case will be determined by dividing that portion
of the Quarterly RSA payable in Stock by 85% of the Company’s ten-day Volume Weighted Average Price (“VWAP”) of the
Company’s shares of common stock, for the ten-day period immediately prior to the date of issuance. This represents a 15% discount
to the relevant VWAP, which discount shall at no point be less than $0.10 per share. |
Notwithstanding the foregoing, if the Company is
listed on Nasdaq or any other National Stock Exchange while Mr. Lantz is employed by, or performing advisory services for, the Company
in any capacity, the Company shall increase the Quarterly RSA to $450,000 during such employment or performance of advisory services,
which increase shall be applied retroactive to August 1, 2023.
Mr. Lantz is an accomplished technology and operational entrepreneur who
excels for over 20 years at all stages of business operations, developing and executing growth strategies, including start-up, growth,
turn-around, and successful exit—to both strategic and financial buyers. Mr. Lantz served as the acting President & COO of Caresyntax
Corporation since 2019 to present, a Venture-backed, multi-national healthcare technology company focused on transforming perioperative
care through technology. From 2014 to 2019, Mr. Lantz served as the acting COO and CIO of Sentry Data Systems, a C a Healthcare technology
company providing software, analytics, consulting services and real-world data/evidence related to pharmaceutical procurement, utilization
and compliance to over 600 US hospitals, 7,000 retail pharmacies, and domestic/international life sciences companies.
The above offers and sales of the securities
were made to Mr. Lantz, an accredited investor, and the Company relied upon the exemptions contained in Section 4(a)(2) of the Securities
Act of 1933, as amended (the “1933 Act”), with regards to the sales. No advertising or general solicitation was employed in
offerings the securities. The offer and sale were made to an accredited investors and transfer of the securities was restricted by the
Company in accordance with the requirements of the 1933 Act.
Vitalis Racuis – Vacate CEO position
Effective November 3, 2023 with the appointment
of Mr. Lantz as Director and CEO, Mr. Racuis vacated his CEO position and continues serve as a Director, Chief Financial Officer (“CFO”)
and Treasurer of the Company.
Paul Averill – COO Resignation
Effective November 3, 2023, Paul Averill
resigned as Chief Operating Officer (“COO”) of the Company, so that he may fully devote his efforts to his other business.
Mr. Averill’ resignation was not the result of any disagreements with management or board of directors of the Company. The Company
under the guidance of Mr. Lantz will negotiate with Mr. Averill a consulting agreement potentially.
The foregoing is only a brief description
of the material terms of the above corporate actions and agreements, and does not purport to be a complete description of the rights and
obligations of the parties under those agreements, and such descriptions are qualified in their entirety by reference to the agreements
which are filed as exhibits to this Current Report.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
Exhibit No. |
Description |
10.1 |
Employment Agreementbetween Avant Technologies Inc. and Timothy Lantz dated November 3, 2023 |
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Dated: November 8, 2023 |
AVANT TECHNOLOGIES INC. |
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By: |
/s/ |
Natalija Tunevic |
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Name: |
Natalija Tunevic |
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Title: |
Secretary |
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EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT
AGREEMENT ("Agreement"), dated as of the 3 day of November, 2023 ("Effective Date"), is between
Avant Technologies, Inc., a Nevada corporation whose principal address is c/o Eastbiz.com 5348 VEGAS DRIVE, LAS VEGAS, NV, 89108, USA
("Company"), and Timothy Lantz, an individual resident of the State of Wisconsin whose principal address is 7095 W Oakview
Ct. Mequon, WI 53092 (“Employee"). The Company and Employee are sometimes hereinafter collectively referred to in this
Agreement as the "Parties" and individually as a “Party.”
WHEREAS,
the Company desires to employ Employee, and Employee desires to accept terms of employment, as set forth in this Agreement;
NOW
THEREFORE, in consideration of the mutual covenants expressed below and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:
1.
Employment The Company agrees to employ
the Employee as the Company’s Director and Chief Executive Officer, governed by the detailed terms, conditions, and provisions
of this Agreement. Upon being effective as dictated by Start Date, this Agreement will replace any prior agreement, especially the executed
Chief Product & Market Strategy Advisor Compensation Agreement dated August 1, 2023 and/or verbal understanding or memorandum dated
October 30, 2023. Nothing contained herein shall be deemed to create a relationship of partnership or joint venture between the Parties,
and the relationship between the Company and Employee shall remain as Company and employee.
2.
Board/Preferred Shareholder Representations & Warranties The Company’s Board of Directors (“Board”)
and Preferred Shareholders represent and warrant that they has or will, within a commercially reasonable amount of time, disclose all
material contracts, agreements, litigation (active, pending, or threatened), material compliance with all relevant authorities
(federal/state),
audit, etc., such that the Employee is made aware of all material items where the Executive and/or Company is liable or may potentially
be liable.
3.
Duties Company and Employee agree that
Employee shall serve as the Company’s Director and Chief Executive Officer and shall have the duties, responsibilities, and authority
customary for such a position in an organization of the size and nature of the Company, subject to the Board’s ability to set such
duties, responsibilities, and authority to be mutually agreed between the Board and Employee.
As the Director
and CEO, Employee shall have ultimate authority over hiring, firing, supervision, promotion, and compensation of all Company employees,
in compliance with Board-approved budgetary parameters and overall employee compensation and equity strategies/policies established by
the Company’s Compensation Committee, once in place, or its Board, if the Compensation Committee has not yet been formally established
at that time. This appropriately
separates the operational and
managerial authority of Executive from the strategic oversight responsibility of the Board.
Exceptions
to this are a) the hiring of Company corporate officers (e.g., CFO, COO, CHRO, CIO/CTO, CISO) within the management team, in regards to
which Employee will present recommended candidates for hire to the Board for final approval; b) Company-initiated terminations of corporate
officers, which Employee will present to the Board for final approval; and c) Company corporate officer compensation, which, in line with
SEC/NYSE/NASDAQ regulations, should be governed by the Compensation Committee or the Board.
4.
Reporting Employee shall report directly to the Board and shall devote his best efforts to the business
and affairs of the Company and its subsidiaries, whether currently existing or hereafter acquired or formed. Employee shall perform his
duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike, and efficient manner.
5.
Start Date The start date of employment will be November 3, 2023, at which point, Employee will officially
convert from his role as Chief Product & Market Strategy Advisor to Director and CEO (the “Start Date”).
6.
Devices and Living Location
| (a) | Employee will use his own laptop and/or cell phone. The Company shall |
not provide
the Employee with a laptop computer and cell phone to be used by Employee during the Term of this Agreement.
| (b) | Employee shall have no obligation to relocate his residence, or to work out |
of
any office location more than 20 miles from his home.
7.
Compensation, Benefits, and Other Provisions See Exhibit A
7.
Employee acknowledges and agrees that:
(a)
during the course of Employee’s employment with Company, Employee will
learn
about, will develop and help to develop, and will be entrusted in strict confidence with confidential and proprietary information
and trade secrets that are owned by Company and that are not available to the general public or Company’s competitors,
including (1) its business operations, finances, balance sheets, financial projections, tax information, accounting systems, value
of properties, internal governance, structures, plans (including strategic plans and marketing plans), shareholders, directors,
officers, employees, contracts, client characteristics, idiosyncrasies, identities, needs, and credit histories, referral sources,
suppliers, development, acquisition, and sale opportunities, employment, personnel, and compensation records and programs,
confidential planning and/or policy matters, and/or other matters and materials belonging to or relating to the internal affairs
and/or business of Company, (2) information that Company is required to keep confidential in accordance with confidentiality
obligations to third parties, (3) communications between Company, its officers, directors, shareholders, members, partners, or
employees, on the one hand, and any attorney retained by Company for any purpose, or any person retained or employed by such
attorney for the purpose of assisting such attorney in his or her representation of Company, on the other hand, and (4) other
matters and materials belonging to or relating to the internal affairs and/or business of Company, including information recorded on
any medium that gives it an opportunity to obtain an advantage over its competitors who do not know or use the same or by which
Company derives actual or potential value from such matter or material not generally being known to other persons or entities who
might obtain economic value from its use or disclosure (all of the foregoing being hereinafter collectively referred to as the
“Confidential Information”);
(b)
Company has developed or purchased or will develop or purchase the Confidential Information at substantial expense in a
market in which Company faces intense competitive pressure, and Company has kept and will keep secret the Confidential Information;
(c)
Nothing in the Agreement shall be deemed or construed to limit or take away any rights or remedies Company may have, at any time, under
statute, common law or in equity or as to any of the Confidential Information that constitutes a trade secret under applicable law.
| 8. | Confidentiality Covenants. To the extent that Employee developed or had access to Confidential
Information before entering into the Agreement, Employee represents and warrants that he has not used for his own benefit or for the benefit
of any other person or entity other than Company, and Employee has not disclosed, directly or indirectly, to any other person or entity,
any of the Confidential Information. Unless and until the Confidential Information becomes publicly known through legitimate means or
means not involving any act or omission by Employee: |
(a)
The Confidential Information is, and at all times shall remain, the sole and exclusive property of Company;
(b)
Except as otherwise permitted by the Agreement, Employee shall use commercially reasonable efforts to guard and protect
the Confidential Information from unauthorized disclosure to any other person or entity;
(c)
Employee shall not use for Employee’s own benefit, or for the benefit of any other person or entity other than Company,
and shall not disclose, directly or indirectly, to any other person or entity, any of the Confidential Information; and
(d)
Except in the ordinary course of Company’s businesses, Employee shall not seek or accept any of the Confidential Information
from any former, present, or future employee of any of the Company.
9.
Intellectual Property Rights.
(a) As used
in the Agreement, the term “Inventions” means all procedures, systems, formulas, recipes, algorithms, methods, processes,
uses, apparatuses, compositions of matter, designs or configurations, computer programs of any kind, discovered, conceived, reduced to
practice, developed, made, or produced, or any improvements to them, and shall not be limited to the meaning of “invention”
under the United States patent laws. Employee agrees to disclose promptly to Company any and all Inventions, whether or not patentable
and whether or not reduced to practice, conceived, developed, or learned by Employee during the Employee’s employment with Company
or during a period of one hundred eighty (180) days after the effective date of termination of Employee’s employment with Company
for any reason, either alone or jointly with others, which relate to or result from the actual or anticipated business, work, research,
investigations, products, or services of Company, or which result, to any extent, from use of the premises or property of Company (each
a “Company Invention”). Employee acknowledges and agrees that Company is the sole owner of any and all property rights
in all such Company Inventions, including the right to use, sell, assign, license, or otherwise transfer or exploit Company Inventions,
and the right to make such changes in them and the uses thereof as Company may from time to time determine. Employee agrees to disclose
in writing and to assign, and Employee hereby assigns, to Company, without further consideration, Employee’s entire right, title,
and interest (throughout the United States and in all foreign countries) free and clear of all liens and encumbrances, in and to all such
Company Inventions, which shall be the sole property of Company, whether or not patentable. This Section 9 does not apply to any Inventions:
(1) for which no equipment, supplies, facility, or Confidential Information of Company were used; (2) that were developed entirely on
Employee’s own time; and
(3) that do
not relate at the time of conception or reduction to practice to the current business of Company or its actual or demonstrably anticipated
research or development, or which do not result from any work performed by Employee for Company.
(b)
Employee acknowledges and agrees that all materials of Company, including slides, PowerPoint or Keynote presentations, books,
pamphlets, handouts, audience participation materials and other data and information pertaining to the business and clients of Company,
either obtained or developed by Employee on behalf of Company or furnished by Company to Employee, or to which Employee may have access,
shall remain the sole property of Company and shall not be used by Employee other than for the purpose of performing under the Agreement,
unless a majority of the Board (“Majority Board”) provides their prior written consent to the contrary.
(c)
Unless the Majority Board otherwise agrees in writing, Employee acknowledges and agrees that all writings and other works
which are copyrightable or may be copyrighted (including computer programs) which are related to the present or planned businesses of
Company and which are or were prepared by Employee during Employee’s employment with Company are, to the maximum extent permitted
by law, deemed to be works for hire, with the copyright automatically vesting in Company. To the extent that such writings and works are
not works for hire, Employee hereby disclaims and waives any and all common law, statutory, and “moral” rights in such writings
and works, and agrees to assign, and hereby does assign, to Company all of Employee’s right, title and interest, including copyright,
in such writings and works.
(d)
Nothing contained in the Agreement grants, or shall be deemed or construed to grant,
Employee
any right, title, or interest in any trade names, service marks, or trademarks owned by the Company (all such trade names, service marks,
and trademarks being hereinafter collectively referred to as the “Marks”). Employee may use the Marks solely for the purpose
of performing his duties under the Agreement. Employee agrees that he shall not use or permit the use of any of the Marks in any other
manner whatsoever without the prior written consent of the Majority Board.
(e)
Employee further agrees to reasonably cooperate with Company hereafter in obtaining and enforcing patents, copyrights, trademarks,
service marks, and other protections of Company’s rights in and to all Company Inventions, writings and other works. Without limiting
the generality of the foregoing, Employee shall, at any time during and after his employment with Company, at Company’s reasonable
request, execute specific assignments in favor of Company, or its nominee, of Employee’s interest in any of Company Inventions,
writings or other works covered by the Agreement, as well as execute all papers, render all reasonable assistance, and perform all lawful
acts which Company reasonably considers necessary or advisable for the preparation, filing, prosecution, issuance, procurement, maintenance
or enforcement of patents, trademarks, service marks, copyrights and other protections, and any applications for any of the foregoing,
of the United States or any foreign country for any Company Inventions, writings or other works, and for the transfer of any interest
Employee may have therein. Employee shall execute any and all papers and documents required to vest title in Company or its nominees in
any Company Inventions, writings, other works, patents, trademarks, service marks, copyrights, applications and interests to which Company
is entitled under the Agreement.
| 10. | Remedies. Without limiting any of the other rights or remedies available to Company at law or in
equity, Employee agrees that any actual or threatened violation of any of the provisions of Sections 8, 9, or 10 may be immediately restrained
or enjoined by any court of competent jurisdiction, and that any temporary restraining order or emergency, preliminary, or final injunctions
may be issued in any court of competent jurisdiction without notice and without bond. As used in the Agreement, the term “any court
of competent jurisdiction” shall include the state and federal courts sitting, or with jurisdiction over actions arising, in Los
Angeles County, in the State of California the jurisdiction, venue, and convenient forum of which are hereby expressly CONSENTED TO by
Employee and Company, all objections thereto being expressly WAIVED by Employee and Company. |
11.
No Violation of Other Obligations.
Each Party
represents and warrants that neither that Party's execution, delivery,
and
performance of this Agreement nor that Party's execution, delivery, and performance of any agreement, instrument, or other document or
obligation contemplated under this Agreement will result in a violation of any provision of, or constitute a default under, any contract,
agreement, instrument, or obligation to which that Party is a party or by which that Party is bound.
| 12. | Indemnification. Company agrees to defend and indemnify and hold Employee harmless from
and against any past, present or future claim, action, demand, loss, cost, expense, liability or other damage arising from, and including
reasonable attorney’s fees and costs, amounts, expenses, |
incurred by or imposed against Employee
and arising out of or relating to any past, present or future claim, action, demand, loss, cost, expense, liability or other damage due
to Employee’s employment pursuant to this Agreement. Company agrees to put in place an appropriate Directors and Officers (D&O)
liability insurance plan which covers the employment of Employee.
13.
Miscellaneous.
a.
Notices. Any notice, consent, demand, request, approval, or other
communication
to be given under this Agreement by one Party to the other ("Notice") must be in writing and must be either (i) personally
delivered, (ii) mailed by registered or certified mail, postage prepaid with return receipt requested, (iii) delivered by same-day or
overnight courier service, or (iv) delivered by facsimile transmission, in any event to the address or number set forth in the introductory
paragraph of this Agreement or to such other address or number as may be designated by either or both of the Parties from time to time.
Notices
delivered personally or by courier service shall be deemed given and received as of actual receipt. Notices mailed as described above
shall be deemed given and received three business days after mailing or upon actual receipt, whichever is earlier. Notices delivered by
facsimile transmission shall be deemed given and received upon receipt by the sender of the transmission confirmation so long as facsimile
transmissions are also accompanied by overnight delivery as set forth above.
b.
Entire Agreement. This Agreement supersedes any and all other
agreements
and understandings of any kind, either oral or written, between the Parties with respect to the subject matter of this Agreement and contains
all of the covenants and agreements between the Parties with respect to the subject matter of this Agreement.
c.
Modification. Except as stated in the next sentence, no change or
modification
of this Agreement shall be valid or binding upon the Parties, nor shall any waiver of any term or condition be so binding, unless the
change or modification or waiver is in writing and signed by the Parties. Employee acknowledges that Company may from time to time establish,
maintain, and distribute employee handbooks or policy manuals, and officers or other representatives of Company may make written or oral
statements relating to personnel policies and procedures. Such handbooks, manuals, and statements are intended only for general guidance
and shall not be deemed to change or modify this Agreement or to create any liability of Company to Employee under this Agreement.
d.
GOVERNING LAW; CONSENT TO FORUM. THIS AGREEMENT HAS BEEN NEGOTIATED, EXECUTED, AND DELIVERED AT, AND SHALL
BE DEEMED TO
HAVE BEEN MADE IN, NEVADA.
THIS AGREEMENT SHALL BE GOVERNED BY, ENFORCED UNDER, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA. AS PART OF THE
CONSIDERATION FOR THIS AGREEMENT, AND REGARDLESS OF ANY PRESENT OR FUTURE DOMICILE OR PRINCIPAL PLACE OF BUSINESS OF Employee, Employee
HEREBY CONSENTS AND AGREES THAT THE COURTS OF
CALIFORNIA
SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY JUDICIAL DISPUTES
BETWEEN
THE PARTIES OR OTHER MATTERS EXPRESSLY PERMITTED BY THIS AGREEMENT TO BE LITIGATED IN A COURT. Employee EXPRESSLY SUBMITS AND CONSENTS
IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT AND HEREBY WAIVES ANY OBJECTION WHICH Employee MAY HAVE
BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE, OR FORUM NON CONVENIENS.
e.
Counterparts. This Agreement may be executed in counterparts, each of
which constitutes
an original, but all of which constitute one document.
f.
Gender. Whenever the context requires, words in this Agreement denoting
gender shall
include the masculine, feminine, and neuter.
g.
Waiver of Breach. Any waiver by a Party of a breach of any provision of
this Agreement
by the other Party shall not operate or be construed as a waiver of any other or any subsequent breach.
h.
Certain Defined Terms. As used in this Agreement, (i) "Person" means an
individual
or any corporation, partnership, trust, unincorporated association, or other legal entity, whether acting in an individual, fiduciary,
or other capacity, and any government, court, or other governmental agency, (ii) "include" and "including" shall not
denote or signify any limitation, (iii) "business day" means any Monday through Friday other than any such weekday on which
the offices of the Company are closed, and (iv) "Section" is a reference to a Section in this Agreement, unless otherwise stated.
In addition, the use herein of “annual” or “monthly” (or similar terms) to indicate a measurement period shall
not itself be deemed to grant rights to Employee for employment or compensation for such period.
i.
Captions and Section Headings. Captions and Section or subsection
headings
used herein are for convenience only and are not a part of this Agreement and shall not be used in any construction of this Agreement.
j.
Expenses. Each of the Parties shall bear such Party’s respective expenses,
including
the fees and expenses of its counsel, incurred in negotiating and preparing this Agreement.
k.
Interpretation. Each Party to this Agreement acknowledges that they have
participated
in the negotiation of this Agreement, and that no provision of this Agreement shall be construed against or interpreted to the disadvantage
of any party hereto by any court or any government or judicial authority by reason of such person having been deemed to have structured,
dictated or drafted such provision.
l.
Vitalis Racius will vacate his position as the Company’s Chief Executive Officer, upon entering this agreement.
Exhibit
A
Compensation,
Benefits, Expenses and Other Provisions
Cash Compensation:
Employee shall be paid a base salary of per year $480,000. Employee shall also be eligible for an annual cash bonus equal to 50% of the
annual base salary, to be paid no later than March 15th of the year immediately following the year in which the bonus was earned (e.g.,
performance bonus earned for the 2023 calendar year would be paid on or before March 15, 2024). Cash bonus earning will be based on attainment
of mutually agreed upon annual performance criteria with the Board. Performance criteria will be expressed in tangible and clear major
business objectives, which may include targets related to business performance, stock performance, fundraising, and relevant operational
key performance indicators, and shall be set on or before March 30 of each calendar year.
Cash compensation
will be reviewed and adjusted annually, as determined by the Compensation Committee and mutually agreed upon by the Parties, commensurate
with Company size, growth, and performance, as well as individual performance.
Cash compensation
and annual cash bonus will be paid upon the Company raising funds to support it. Until such time, the cash compensation and the annual
cash bonus, will be accrued. Any such accruals or deferrals will be carried out in a manner compliance with 409A regulations. Any such
accruals will be paid to Employee incrementally when possible or in full within 5 business days of Company receiving sufficient funds
to support payment. In the event of termination by either party for any reason, Company shall pay all accrued, unpaid cash compensation,
including base compensation, bonus, and healthcare benefits coverage to Employee within 10 business days of the effective date of termination.
Equity
Compensation: In addition to the above, the Company shall provide to Employee an equity incentive in the form of the following:
| 1. | Incentive Stock Options (ISOs): Effective upon the Start Date, Employee shall
receive an initial options grant in the form of an ISO, in a quantity equivalent to 3% of the total outstanding common stock of the Company
at that date, subject to the following key terms. |
| a. | 4-year vesting, with a 1-year cliff (25% to vest immediately on the 1-yr anniversary
of the Start Date, the remaining 75% to ratably vest monthly – 1/36 each month, thereafter.) |
| b. | The strike price shall be $.01 per share. |
| 2. | Restricted Stock Awards (RSAs): In keeping with Employee’s current
Advisory Agreement, the Company shall grant Employee a quarterly RSA equal to $375,000 (the “Quarterly RSA”) for each calendar
quarter beginning on August 1, 2023 and continuing throughout the term of employment, payable on a deferred basis. Payment shall be made
in shares of common stock of the Company (“Stock”). The payment schedule for the first two (2) years of employment shall be
as follows: |
Payment
Schedule:
| • | Quarterly RSA for services August 1, 2023 – November 2, 2023: April 1, 2024 |
| • | Quarterly RSA for services November 3, 2023 – January 31, 2024: July 1, 2024 |
| • | Quarterly RSA for services February 1, 2024 – April 30, 2024: September 1,
2024 |
| • | Quarterly RSA for services May 1, 2024 – July 31, 2024: January 1, 2025 |
| • | Quarterly RSA for services August 1, 2024 – October 31, 2024: April 1, 2025 |
| • | Quarterly RSA for services November 1, 2024 – January 31, 2025: July 1, 2025 |
| • | Quarterly RSA for services February 1, 2025 – April 30, 2025: September 1,
2025 |
| • | Quarterly RSA for services May 1, 2025 – July 31, 2025: January 1, 2026 |
To the extent that
any portion of the Quarterly RSA is paid in Stock, shares of Stock shall be fully earned and vested upon issuance. The number of shares
of Stock to be issued in such case will be determined by dividing that portion of the Quarterly RSA payable in Stock by 85% of the Company’s
ten-day Volume Weighted Average Price (“VWAP”) of the Stock, for the ten-day period immediately prior to the date of issuance.
This represents a 15% discount to the relevant VWAP, which discount shall at no point be less than $0.10 per share of Stock.
Notwithstanding
the foregoing, if the Stock is listed on Nasdaq or any other National Stock
Exchange while
Employee is employed by, or performing advisory services for, the Company in any capacity, the Company shall increase the Quarterly RSA
to $450,000 during such employment or performance of advisory services, which increase shall be applied retroactive to August 1, 2023.
The retroactive payments for the period between August 1, 2023 and the date the Stock is listed on Nasdaq or any other National Stock
Exchange, if applicable, shall be payable within ten days of the effective date of the listing. To the extent such listing occurs prior
to any of the payment dates stated above, only the increased portion of the Quarterly RSA shall be paid following the effective date of
the listing, while the original Quarterly RSA of $375,000 shall be paid to Employee at the originally scheduled payment dates.
| 3. | In connection with the issuance of any Quarterly RSA (the “RSA Quarterly Issuance”),
the Company shall pay a bonus to Employee in an amount equal to the estimated tax owed by Employee in connection to the RSA Quarterly
Issuance (including a grossed-up amount to reflect the tax impact of such bonus). Such bonus shall be payable within ten days of the issuance.
|
| 4. | Upon a Change in Control of the Company, defined as the sale of at least 50% of the
shares of the Company, any non-vested ISOs and/or RSAs shall immediately vest. |
| 5. | At Company’s discretion, Employee may also receive special bonus awards for reaching
mutually agreed upon fundraising and up-listing milestones. |
Board of Directors
Seat: Upon the Start Date, the Company shall make available a Board seat for Employee. Employee shall remain on the Company’s
Board throughout the duration of his employment as Director and CEO in a manner consistent with the Company’s bylaws.
Expenses:
The Company shall reimburse Employee for all expenses incurred on behalf of the Company withing 30 days of Employee submitting expenses
for reimbursement. Such expenses shall
be eligible for reimbursement as long
as they are reasonable and compliant with the Company expense policies. As CEO, Employee shall be allowed to book First Class or Business
Class airfare so long as the aggregate expenses remain within the Company’s approved travel budget and individual bookings are compliant
with the Company’s approved executive travel/expense policy.
Benefits:
The Company shall provide health (vision, dental, medical) and other relevant benefits for the Executive and their family in accordance
with the then current Company benefit plans as part of the Executive’s compensation package. If, as of the Start Date, the Company
does not offer health benefits, the Company shall reimburse Employee for the cost of maintaining COBRA coverage under his former employer
in the amount of $2,335 per month until the earlier of March 31, 2025 or the date that Company-sponsored health benefits become available.
If, as of March 31, 2025 Company-sponsored health benefits are still not available, then Company will provide a subsidy to Employee sufficient
for purchasing comparable health benefits on the public exchange. At the appropriate time, Company will add a 401k benefit with Company
matching contributions.
Vacation
& Sick Leave: Where permitted by state law, Company agrees to adopt an open PTO policy, which Employee shall be able to partake
in, along with other Company executives and staff.
Liability,
D&O Insurance: Prior to the Start Date, the Company shall obtain and demonstrate it has an active general liability and D&O
insurance policies in place with limits consistent with Company size, business plan, and activities, which shall protect Executive from
any claims, demands, or litigation arising out of or in connection with the performance of Executive’s duties and obligations pursuant
to the Employment Agreement and any other activities undertaken on behalf of the Company. Such insurance shall provide coverage for Executive’s
legal defense, settlement, and judgment costs, including attorneys’ fees and other related expenses, without any limitation to the
duration or amount of such coverage, regardless of Executive’s association with the Company at the time such claims or litigation
are initiated.
In addition to the
aforementioned insurance, the Company shall indemnify and hold Executive harmless from and against any and all liabilities, losses, damages,
costs, and expenses, including reasonable attorneys’’ fess, incurred by Executive, resulting from or arising out of any claims,
demand, or litigation involving the Company, its affiliates and/or their businesses, whether such claims or litigation are brought during
the term of the Employment Agreement or thereafter. This indemnification obligation shall be binding upon the Company and its successors
and assigns, jointly and severally, and shall continue in perpetuity, regardless of any changes in Executive’s association with
the Company or any termination of the Employment Agreement. The Company’s obligation to indemnify the Executive shall not be subject
to any limitation of time, amount, or scope, and shall extend to all matters, past, present, and future, involving Executive’s association
with the Company.
By Executive:
Executive may terminate the Employment Agreement for any reason with 3 months’ notice.
By Company
Without Cause: Company can terminate the Employment Agreement Without Cause with immediate effect, providing that the following provisions
are adhered to:
| - | Pays 12 months’ severance, inclusive of base salary and full bonus compensation. |
| - | Immediately vests all outstanding ISOs and earned RSAs. |
| - | Covers the cost of health benefits under COBRA for 12 months. |
| - | Employee shall agree to a non-compete/non-solicitation stipulation, which shall
expire 1 year from employment termination date. |
| - | Company and Employee agree to enter into a mutual non-disparagement agreement. |
By Company
With Cause: Company may terminate the Employment Agreement effective immediately for Cause if Company can provide written documentation/proof
of (a) personal dishonesty, (b) incompetence, (c) willful misconduct, (d) breach of fiduciary duty involving personal profit, (e) intentional
failure to perform stated duties, or (f) willful violation of any law, rule, or regulation; provided, however, prior to termination Cause
pursuant to (b) or (e), the Company must have provided Executive with written notice of such issue and 30 days to cure, and in all aspects,
such action by Executive must have a material, negative affect on Company prior to being considered Cause.
General
Tax/409A: The Company and Executive intend to structure the Employment Agreement such that is efficient to the Executive in all
cases while also complying with Section 409A of the Internal Revenue Code requirements. Company shall administer and interpret this term
sheet in accordance with such requirements.
Arbitration:
Executive and Company agree that they will resolve all matters in dispute between them by binding arbitration conducted by JAMS, Inc.
[Signatures
on following page]
IN WITNESS
WHEREOF, the Parties have executed this Agreement as of the date
first
above written.
The Company: |
Avant Technologies, Inc., a Nevada Corporation |
Employee: |
By_______________/s/ Vitalis
Racuis
Printed Name: Vitalis
Racuis
Title: Chief
Executive Officer, Chief Financial Officer, Director & Treasurer
by______________/s/ Timothy Lantz
Print Name: Timothy Lantz |
I hereby confirm
that the Company board approve this employment agreement.
Avant
Technologies, Inc. a Nevada Corporation
By_____________/s/
Natalija Tunevic
Printed
Name: Natalija Tunevic
Title: Secretary
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