Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 8, 2022, HyreCar Inc. (the "Company") placed each of Joseph Furnari,
the Company's Chief Executive Officer, and Michael Furnari, the Company's Chief
Business Development Officer, on an unpaid leave of absence ("LoA") from the
Company for an indefinite period pending the Investigations (as defined below).
During the terms of the LoA, Joseph Furnari and Michael Furnari will continue to
be employed by the Company, but Joseph Furnari will no longer perform the
function of principal executive officer and Michael Furnari will no longer
perform the function of Chief Business Development Officer, and neither will
receive any portion of his respective salary pursuant to the terms of his
respective employment agreement, except as required by applicable law. Joseph
Furnari will currently continue to serve as a director of the Company during his
LoA, but will not be involved with the Company's response to, or oversight of,
the Investigations in his capacity as director.
The Company has appointed Eduardo Iniguez to serve as the Interim Chief
Executive Officer during the term of Joseph Furnari's LoA and Brian Allan, the
Company's President, will perform the duties of Chief Business Development
Officer during the term of Michael Furnari's LoA. Eduardo Iniguez will continue
to serve as the Company's Interim Chief Financial Officer in addition to his
role as Interim Chief Executive Officer.
There are no arrangements or understandings between Eduardo Iniguez and any
other person related to his appointment as Interim Chief Executive Officer.
There is no family relationship between Eduardo Iniguez and any director,
executive officer, or person nominated or chosen by the Company to become a
director or executive officer of the Company. The Company has not entered into
any transactions with Eduardo Iniguez that would require disclosure pursuant to
Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as
amended. Eduardo Iniguez will continue to be compensated pursuant to the terms
of his existing employment arrangement with the Company. Any material changes or
amendments to Eduardo Iniguez's compensation arrangements in connection with his
appointment as the Interim Chief Executive Officer have not yet been determined.
In accordance with Instruction 2 to Item 5.02 of Form 8-K, the Company intends
to file an amendment to this Current Report on Form 8-K if and when such
information is available.
A description of Eduardo Iniguez's business experience which is required to be
disclosed by Item 401(e) of Regulation S-K can be found in the Company's 8-K
filed on September 19, 2022 and is incorporated by reference herein.
Item 8.01 Other Events.
The Company's board of directors (the "Board") has reviewed the Federal Grand
Jury Subpoena (the "Grand Jury Subpoena") received on behalf of the Company on
December 1, 2022 from the U.S. District Court for the Central District of
California in connection with a criminal investigation (the "Criminal
Investigation") being conducted by the U.S. Attorney's Office for the Central
District of California and the Department of Justice's Criminal Fraud Section.
The Grand Jury Subpoena requires the Company to produce documents relating to,
among other things, entry into 10b5-1 plans and certain trades of the Company's
company stock by Company insiders during 2021, including Joseph Furnari and two
other members of the Company's current Board of Directors, as well as Michael
Furnari, and the Company's former Chief Financial Officer. On December 7, 2022,
the Company also received a subpoena for documents from the U.S. Securities and
Exchange Commission relating to an investigation concerning the trading of the
Company's stock ("SEC Investigation"). The Company intends to fully cooperate
with the Criminal Investigation and SEC Investigation (collectively, the
"Investigations"), and the Board of Directors has established a committee to
provide oversight of the Company's conduct of the Investigations. It is not
possible at this time to determine whether the Company will incur, or to
reasonably estimate the amount of, any fines, penalties or further liabilities
in connection with the Investigations. Neither the Company nor any officer,
director, or employee of the Company has been charged with any crime or civil
wrongdoing in connection with the Investigations.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
104 Cover Page Interactive Data File (embedded within Inline
XBRL document).
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