Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 7, 2022, the Board of Directors (the "Board") of Orbsat Corp (the
"Company") appointed Rodney Barreto as a new director to the Board, effective
January 20, 2022. No decision has been made with respect to the naming of Mr.
Barreto to any regular committees of the Board.
In connection with Mr. Barreto's appointment to the Board, the Company executed
a Director Services Agreement (the "Director Agreement") with Mr. Barreto on
January 11, 2022. The Director Agreement has a two year term (subject to the
director's nomination and election) and provides for a cash retainer of $48,000
per year, plus an equity award of 20,000 shares of restricted stock, half of
which will be issued and vest on the day of grant, with the remaining half
vesting and being issued on the first anniversary of the grant date. The
Director Agreement also contains customary confidentiality and indemnification
provisions and require the Company to maintain a specified amount of director
and officer insurance.
There are no arrangements or understandings between Mr. Barreto and any other
person pursuant to which Mr. Barreto was selected as a director. Mr. Barreto is
not a party to any transaction required to be disclosed pursuant to Item 404(a)
of Regulation S-K, but may be party to such a transaction in the future.
The foregoing description of the Director Agreement is qualified in its entirety
by the actual text of the Director Agreement, which is attached as Exhibit 10.1
to this Current Report on Form 8-K and incorporated herein by reference.
A press release, dated January 11, 2022, announcing the appointment of Mr.
Barreto as a director of the Company is attached as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibits.
Exhibit No. Description
10.1 Director Services Agreement, dated January 11, 2022, between
Orbsat Corp and Rodney Barreto.
99.1 Press Release dated January 11, 2022.
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