Item 1.01 Entry into a Material Definitive Agreement.
Reference is made to the disclosure set forth under Item 5.02 below, which
disclosure is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
Reference is made to the disclosure set forth under Item 5.02 below, which
disclosure is incorporated herein by reference.
The issuances of the Lear Shares (as defined below) and Tilan Shares (as defined
below) are exempt from registration under Section 4(a)(2) of the Securities Act
of 1933, as amended (the "Securities Act"), as transactions by an issuer not
involving a public offering.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Chief Financial Officer
On November 15, 2021, George Andrew Lear III was appointed as Chief Financial
Officer of EZRaider Co., a Florida corporation (the "Company"). Prior to Mr.
Lear's appointment, Moshe Azarzar, the Company's Chief Executive Officer,
President, Secretary and Treasurer, and a member of the Company's board of
directors ("Board"), had served as Chief Financial Officer on an interim basis
since September 14, 2021. In connection with his appointment as Chief Financial
Officer, Mr. Lear also replaced Mr. Azarzar as the Company's "Principal
Financial and Accounting Officer" for Securities and Exchange Commission ("SEC")
reporting purposes.
Mr. Lear, 53, has more than 25 years of leadership experience in accounting and
finance positions. Before joining the Company, Mr. Lear founded Lake Tapps
Capital Inc., a technology startup that developed robotic automation technology
to remediate fresh-water ecosystems from aquatic invasive species, where he
served as Chief Executive Officer from February 2019 through November 2021.
Prior to that, from November 2011 until February 2019, Mr. Lear was Chief
Financial Officer for Digital Globe Services Ltd., a publicly traded digital
marketing company in the business of generating leads and customers for large
telecommunications and media companies. In addition, Mr. Lear has consulted for
a variety of companies and businesses on corporate development, M&A,
restructuring, and outsourced FP&A services. Mr. Lear earned his Bachelor of
Science degree in Mechanical Engineering (with concentrations in Thermodynamics,
Heat Transfer and Fluid Dynamics) from BYU in 1994, and his MBA (with a
concentration in Finance) from the University of Michigan in 2001.
Except as otherwise disclosed in this Current Report on Form 8-K ("Report"),
there are no arrangements or understandings between Mr. Lear and any other
person pursuant to which he was appointed as an officer of the Company. In
addition, there are no family relationships between Mr. Lear and any of the
Company's other officers or directors. Further, except as otherwise disclosed
herein, there are no transactions since the beginning of the Company's last
fiscal year, or any currently proposed transaction, in which the Company is a
participant, the amount involved exceeds $120,000, and in which Mr. Lear had, or
will have, a direct or indirect material interest.
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In connection with Mr. Lear's appointment as the Company's Chief Financial
Officer, the Company entered into an Employment Agreement with Mr. Lear,
effective as of November 15, 2021 (the "Lear Employment Agreement"). The Lear
Employment Agreement has an initial term through January 31, 2022 (the "Lear
Initial Term"), at which time the terms for an extension will be negotiated.
Pursuant to the Lear Employment Agreement, during the Lear Initial Term, Mr.
Lear will be paid a base salary of $48,000 per annum, which is expected to
increase to $120,000 as of February 1, 2022. In addition, during the Lear
Initial Term, Mr. Lear will receive 16,667 restricted shares of the Company's
common stock per month (50,000 total shares) (the "Lear Shares"). Mr. Lear is
also entitled to participate in any employee benefit plans the Company may
establish or adopt for the benefit of employees of the Company. In addition, the
Lear Employment Agreement includes provisions for paid vacation time and expense
reimbursement.
The Lear Employment Agreement may be terminated by the Company (i) immediately
upon Mr. Lear's death or Disability (as defined in the Lear Employment
Agreement) (ii) for Cause (as defined in the Lear Employment Agreement),
effective immediately upon delivery of written notice, or (iii) without Cause,
upon five days' written notice. Mr. Lear may terminate the Lear Employment
Agreement at any time with or without Good Reason (as defined in the Lear
Employment Agreement), upon 30 days' written notice. If the Lear Employment
Agreement is terminated due to Mr. Lear's death or Disability, Mr. Lear is
entitled to receive any accrued but unpaid salary, reimbursable expenses and
benefits and earned bonuses. If terminated by the Company for Cause, or by Mr.
Lear without Good Reason, Mr. Lear is entitled to receive any accrued but unpaid
salary and reimbursable expenses. If terminated by the Company without Cause, or
by Mr. Lear for Good Reason, Mr. Lear is entitled to receive any accrued but
unpaid salary and reimbursable expenses, plus two weeks of severance pay.
The Lear Employment Agreement provides that, if Mr. Lear's continuous status as
an employee of the Company is terminated by the Company without Cause, or by Mr.
Lear for Good Reason, within 12 months after a Change in Control (as defined in
the Lear Employment Agreement), Mr. Lear shall receive (i) two months of
severance pay, (ii) 33,334 restricted shares of the Company's common stock, and
(iii) any pro-rata bonus earned through date of termination. For the purposes of
this provision, the Company's proposed acquisition of D.S Raider Ltd. is
excluded from being considered a Change of Control.
The Lear Employment Agreement contains standard provisions on confidentiality,
non-competition, non-solicitation and ownership of work product.
The foregoing summary of the Lear Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the Lear Employment
Agreement, a copy of which is filed as Exhibit 10.1 to this Report and
incorporated herein by reference.
Appointment of Chief Operating Officer
On November 18, 2021, Yoav Tilan was appointed as Chief Operating Officer of the
Company. Mr. Tilan has been serving as a member of the Company's Board since
September 14, 2021.
Except as otherwise disclosed in this Report, there are no arrangements or
understandings between Mr. Tina and any other person pursuant to which he was
appointed as an officer of the Company. In addition, there are no family
relationships between Mr. Tilan and any of the Company's other officers or
directors. Further, except as otherwise disclosed herein, there are no
transactions since the beginning of the Company's last fiscal year, or any
currently proposed transaction, in which the Company is a participant, the
amount involved exceeds $120,000, and in which Mr. Tilan had, or will have, a
direct or indirect material interest.
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In connection with Mr. Tilan's appointment as the Company's Chief Operating
Officer, the Company entered into an Employment Agreement with Mr. Tilan,
effective as of November 18, 2021 (the "Tilan Employment Agreement"). The Tilan
Employment Agreement has an initial term through January 31, 2023 (the "Tilan
Initial Term"), at which time the terms for an extension will be negotiated.
Pursuant to the Tilan Employment Agreement, during the Tilan Initial Term, Mr.
Tilan will be paid a base salary of $100,000 per annum. In addition, Mr. Tilan
will receive a signing bonus of 50,000 restricted shares of the Company's common
stock (the "Tilan Shares"), and an additional number of restricted shares of
common stock or stock option to be determined. Mr. Tilan is also entitled to
participate in any employee benefit plans the Company may establish or adopt for
the benefit of employees of the Company. In addition, the Tilan Employment
Agreement includes provisions for paid vacation time and expense reimbursement.
The Tilan Employment Agreement may be terminated by the Company (i) immediately
upon Mr. Tilan's death or Disability (as defined in the Tilan Employment
Agreement) (ii) for Cause (as defined in the Tilan Employment Agreement),
effective immediately upon delivery of written notice, or (iii) without Cause,
upon five days' written notice. Mr. Tilan may terminate the Tilan Employment
Agreement at any time with or without Good Reason (as defined in the Tilan
Employment Agreement), upon 30 days' written notice. If the Tilan Employment
Agreement is terminated due to Mr. Tilan's death or Disability, Mr. Tilan is
entitled to receive any accrued but unpaid salary, reimbursable expenses and
benefits and earned bonuses. If terminated by the Company for Cause, or by Mr.
Tilan without Good Reason, Mr. Tilan is entitled to receive any accrued but
unpaid salary and reimbursable expenses. If terminated by the Company without
Cause, or by Mr. Tilan for Good Reason, Mr. Tilan is entitled to receive any
accrued but unpaid salary and reimbursable expenses, plus two weeks of severance
pay.
The Tilan Employment Agreement provides that, if Mr. Tilan's continuous status
as an employee of the Company is terminated by the Company without Cause, or by
Mr. Tilan for Good Reason, within 12 months after a Change in Control (as
defined in the Tilan Employment Agreement), Mr. Tilan shall receive (i) two
months of severance pay, (ii) a to be determined number of restricted shares of
the Company's common stock, and (iii) any pro-rata bonus earned through date of
termination. For the purposes of this provision, the Company's proposed
acquisition of D.S Raider Ltd. is excluded from being considered a Change of
Control.
The Tilan Employment Agreement contains standard provisions on confidentiality,
non-competition, non-solicitation and ownership of work product.
The foregoing summary of the Tilan Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the Tilan Employment
Agreement, a copy of which is filed as Exhibit 10.2 to this Report and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Employment Agreement, dated November 15, 2021, between the Company
and George Andrew Lear III
10.2 Employment Agreement, dated November 18, 2021, between the Company
and Yoav Tilan
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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