Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 16, 2022, the Company and John Linss ("Linss"), our Chief Executive Officer and President, entered into an Amendment to Employment Agreement (the "Amendment") of Linss' Employment Agreement entered into by Linss and us on June 14, 2022 (the "Linss Employment Agreement").

Pursuant to the Amendment, Section 3(b) of the Linss Employment Agreement relating to a stock purchase agreement to purchase and finance 2,980,000 shares of our common stock was deleted and replaced with a grant of 2,980,000 restricted shares of our Series C Convertible Preferred Stock (the "Restricted Shares") pursuant to a Restricted Stock Award Agreement dated August 16, 2022 (the "Award Agreement"). Under the Award Agreement, the Restricted Shares are subject to a repurchase option by the Company until the shares vest. Provided Linss remains in continuous service with us or an affiliate, whether as an employee, consultant or member of the Board, through the vesting date, the Restricted Shares will vest upon the earlier of: (a) August 16, 2025; and (b) the occurrence of: (1) our common stock is listed for public trading on the Nasdaq Stock Market, the New York Stock Exchange or the NYSE American (an "Uplisting"); (2) a (i) sale of all or substantially all of our assets other than to an affiliated entity; (ii) merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, limited liability company or other entity other than an affiliated entity; or (iii) consummation of a transaction, or series of related transactions, in which any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act of 1934) who did not before such transaction, or series of transactions, own more than 50% of our then outstanding voting securities becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act of 1934), directly or indirectly, of more than 50% of our then outstanding voting securities; (3) the termination of Linss' continuous service on account of death or disability; (4) an involuntary termination of employment by the us other than for cause; or (5) Linss' voluntary termination of employment for good reason.

Pursuant to the Amendment, Section 3(c) of the Linss Employment Agreement relating to an annual bonus was amended to add that provided Linss is employed by us as of December 31, 2022, the annual bonus will be an amount no less than $425,000, which will be paid by January 31, 2023.

Pursuant to the Amendment, Section 3(f) of the Linss Employment Agreement relating to payment of a bonus upon an Uplisting was amended to reduce the bonus amount to be paid upon an Uplisting from $1,700,000 to $300,000.

The offer, sale and issuance of the Restricted Shares were deemed to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering. Linss is acquiring the Restricted Shares for investment only and not with a view to or for sale in connection with any distribution thereof and he represented to us that he could bear the risks of the investment and could hold the securities for an indefinite period of time, and appropriate legends were, or will be, affixed to the Restricted Shares upon issuance thereof. Linss represented to us that he is an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act.


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The foregoing summary of the Amendment and the Award Agreement are qualified in their entirety by reference to the full text of the Amendment and the Award Agreement which are attached hereto as Exhibits 10.2 and 10.3, respectively, and incorporated herein by reference. You are urged to read said exhibit attached hereto in its entirety.

Item 9.01Financial Statements and Exhibits

Exhibit No. Description


  3.1       Certificate of Designation of Series C Convertible Preferred Stock,
            as filed with the Secretary of State of the State of Nevada on June
            10, 2022 (incorporated by reference to Exhibit 3.1 to KeyStar
            Corp's. Current Report on Form 8-K filed on July 5, 2022)
  10.2      Amendment to Employment Agreement between KeyStar Corp. and John
            Linss, dated August 16, 2022 (incorporated by reference to Exhibit
            10.2 to KeyStar Corp's. Current Report on Form 8-K filed on August
            23, 2022).
  10.3      Restricted Stock Award Agreement between KeyStar Corp. and John
            Linss, dated August 16, 2022 (incorporated by reference to Exhibit
            10.3 to KeyStar Corp's. Current Report on Form 8-K filed on August
            23, 2022).
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

























































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