Item 1.
Plan Information.
(a)
General Plan Information
Cherubim Interests, Inc., (hereafter, the “Registrant” or the “Company”) has adopted its 2017 Equity Incentive Plan (hereinafter referred to as the “Plan”), the nature and purpose of which is to compensate the Company’s officers, directors, employees, and consultants (hereafter, collectively, “Participants” or individually a “Participants”) for services rendered to the Company and to generate an increased incentive to contribute to the progress of the Company. The Plan is attached as Exhibit 10.1, and provides for the issuance of an aggregate of 20,000,000 shares of the Registrant’s common stock in connection with common stock purchase options granted under the Plan, or outright grants of common stock under the Plan (grants of common stock purchase options or shares of common stock are hereafter generically referred to as “Awards.” Awards under the Plan may be made at any time up until August 1, 2022 (the “Plan Expiration Date”).
The Company’s Board of Directors (hereafter, “Board” or the “Administrator”) is the administrator of the Plan. Members of the Board serve for one-year terms or until such time as they resign, are unable to perform their duties as directors, or are dismissed by the shareholders. The Board may amend the Plan at any time and may also amend any Award granted thereunder without the consent of the Participant in receipt of such Award, unless any such amendment would have a material adverse effect in respect to the Award so granted.
The Plan is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974.
The name, address, and telephone number of the Registrant are as set forth on the facing page of this Registration Statement. Additional information about the Plan may be obtained from the Registrant by any Participant.
(b)
Securities to be Offered
The Registrant intends to issue shares of its common stock, par value $0.00001 per share, the amounts of which are set forth above in subsection (a) of this Item 1.
(c)
Employees Who May Participate in the Plans
Any Employee, including any officer or employee-director of the Company or of any affiliate, and any consultant of, or other individual providing services to, the Company or any affiliate shall be eligible to be designated a Participant in the Plan.
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(d)
Purchase of Securities Pursuant to the Plans and Payment for Securities Offered
(1)
The Participants may be issued common stock purchase options or grants of common stock for services rendered to the Registrant. The number of shares of common stock (whether as common stock purchase options or grants of common stock) underlying any Award under the Plan shall be set by the Administrator. The aggregate number of shares of common stock underlying all Awards granted under the Plan shall not exceed the amount set forth in Item 1(a). Awards may be granted under the Plan until the Plan Expiration Date.
(2)
Payment for the securities constituting an Award consists of services rendered to the Registrant. In the case of common stock purchase options, payment of the exercise price of any such options shall be made in cash unless otherwise determined by the Administrator.
(3)
No contributions are required by a Participant under the Plan.
(4)
No contributions by the Registrant other than the issuance of Awards is applicable.
(5)
Reports to the Participant as to the amount and status of the Participant’s account under the Plan will not be made.
(6)
The Awards issued pursuant to the Plan will consist of (i) newly-issued shares of the Registrant, or (ii) options to acquire newly-issued shares of the Registrant.
(e)
Resale Restrictions
Awards of common stock purchase options may not be resold until the same are exercised pursuant to the terms of such Award, following which no resale restrictions shall apply. There are no resale restrictions in respect of Awards constituting shares of common stock.
(f)
Tax Effects on Plan Participation
The Plan is not qualified under Section 401(a) of the Internal Revenue Code. To the extent a Participant receives an Award of common stock purchase options with an exercise price below the fair value of the underlying common stock, such Participant may recognize ordinary income with respect to the difference between the exercise price and fair value. To the extent that a Participant receives an Award of common stock, the Participant will recognize ordinary income equal to the aggregate fair market value of the shares issued to the Participant as of the date of issuance.
(g)
Investment of Funds
Not applicable.
(h)
Withdrawal from Plan; Assignment of Interest
(1)
Withdrawal from Plan- Not applicable.
(2)
Assignment: Except by the laws of descent and distribution, a Participant may not assign his interests in the Plan without the written consent of the Company.
(i)
Forfeitures and Penalties
The termination of a Participant’s directorship, employment, consulting relationship may result in the forfeiture of any unvested portion of an Award granted under the Plan. Moreover, any Award of common stock purchase options must be exercised within six months of the cessation of a Participant’s directorship, employment, or consulting relationship with the Company, as applicable. In the case of a Participant’s death, such exercise period is extended an additional six months. In the case of a Participant’s termination or removal for “cause” as defined in the Plan, any unvested portion of an Award of common stock purchase options or other securities shall be immediately forfeited to the Company.
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(j)
Charges and Deductions, and Liens Therefor
There are no charges or deductions that may be made against the Participant’s interest in the Plan.
Item 2.
Registration Information and Employee Plan Annual Information.
Registrant shall provide to the Participant, without charge, upon oral or written request, the documents incorporated by reference in Item 3 of Part II of this Registration Statement. The Registrant shall also provide to the Participant, without charge, upon oral or written request, all of the documents required to be delivered to the Participant pursuant to Rule 428(b). Any and all such requests shall be directed to the Registrant at the address set forth on the cover page hereof. Its telephone number is (844) 842-8872.