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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): January
26, 2024
AVANT TECHNOLOGIES INC.
(f/k/a TREND INNOVATIONS HOLDING INC.)
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction of incorporation
or organization)
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333-225433
(Commission File Number)
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38-4053064
(I.R.S. Employer Identification Number)
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c/o Eastbiz.com, Inc 5348 Vegas Drive, Las Vegas,
NV 89108
(Address and telephone number of principal executive
offices)
(Issuer’s telephone number)
(702) 509-1747
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions
A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an
emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b) of
the Act: Not applicable.
Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
Not applicable |
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Item 1.01 Entry into a Material Definitive Agreement
On January 26, 2024, the Avant Technologies, Inc.
(the “Company”) entered into an Employment Agreement (the "Agreement") with Angela Harris and appointed Mrs. Harris
to assume the role of Chief Operating Officer (the “COO”) for the Company. Angela Harris is not a relative of any director
or executive officer of the Company and does not own more than 5% of the Company's outstanding common stock. Angela Harris will undertake
the responsibilities of COO, starting February 1, 2024 (the “Start Date”) without concurrent membership on the board but as
a member of the Senior Management Team.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
In consideration for serving
as COO, Mrs. Harris will receive an annual base cash salary of $275,000 plus an annual cash bonus up to 35% of the annual base salary,
to be paid no later than March 15th of the year immediately following the year in which the bonus was earned. In addition, Mrs. Harris
will be eligible to equity compensation as follows:
| (i) | Incentive Stock Options (ISOs): Effective upon the Start Date, Mrs. Harris
shall receive an initial options grant in the form of an ISO, in a quantity equivalent to 2.0% of the total outstanding common stock of
the Company at that date, subject to the following key terms: (a) 4-year vesting, with 1-year cliff (25% to vest immediately on the 1-yr
anniversary of the Start Date, the remaining 75% to ratably vest monthly (1/36 each month) thereafter); |
| (ii) | Restricted Stock Awards (RSAs): The Company shall grant Mrs. Harris a bonus
to Employee in an amount equal to the estimated tax owed by Employee in connection to the RSA Issuance. The number of shares of common
stock to be issued in such case will be determined by dividing that portion of the RSA payable in Stock by 85% of the Company’s
ten-day Volume Weighted Average Price (“VWAP”) of the Company’s shares of common stock, for the ten-day period immediately
prior to the date of issuance. This represents a 15% discount to the relevant VWAP, which discount shall at no point be less than $0.10
per share. |
Notwithstanding the foregoing,
if the Company is listed on Nasdaq or any other National Stock Exchange while Mrs. Harris is employed by, or performing advisory services
for, the Company in any capacity, the Company shall pay a one-time up-listing bonus of $500,000 in the form of an RSA, which shall be
payable within ten days of the effective date of the listing. Payment shall be made in shares of common stock of the Company.
Mrs. Harris will assume the role of COO at the Company
on February 1, 2024. The compensation arrangements described above were approved by the Board of Directors and do not exceed the standards
for executive compensation disclosed in the Company's most recent annual report on Form 10-K. The Exhibit 10.1 attached hereto includes
the Employment Agreement, encompassing terms and conditions, base salary, bonuses, equity compensation, benefits, confidentiality, and
termination details.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
Exhibit No. |
Description |
10.1 |
Employment Agreementbetween Avant Technologies Inc. and Angela Harris dated January 26, 2023 |
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Dated: January 31, 2023 |
AVANT TECHNOLOGIES, INC. |
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By: |
/s/ |
Vitalis Racius |
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Name: |
Vitalis Racius |
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Title: |
Chief Financial Officer, Director & Treasurer |
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EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT
AGREEMENT ("Agreement"), dated as of the 26th day of January, 2024 ("Effective Date"),
is between Avant Technologies, Inc., a Nevada corporation whose principal address is c/o Eastbiz.com 5348 VEGAS DRIVE, LAS VEGAS, NV,
89108, USA ("Company"), and Angela Harris, an individual resident of the State of Wisconsin whose principal address is
2036 N. Prospect Ave., #1905, Milwaukee WI 53202 (“Employee"). The Company and Employee are sometimes hereinafter collectively
referred to in this Agreement as the "Parties" and individually as a “Party.”
WHEREAS,
the Company desires to employ Employee, and Employee desires to accept terms of employment, as set forth in this Agreement;
NOW
THEREFORE, in consideration of the mutual covenants expressed below and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:
1.
Employment The Company agrees to employ
the Employee as the Company’s Chief Operating Officer (COO) governed by the detailed terms, conditions, and provisions of
this Agreement. Upon being effective as dictated by Start Date, this Agreement will replace any prior agreements and/or verbal understandings.
Nothing contained herein shall be deemed to create a relationship of partnership or joint venture between the Parties, and the relationship
between the Company and Employee shall remain as Company and employee.
2.
Duties Company and Employee agree that
Employee shall serve as the Company’s COO and shall have the duties, responsibilities, and authority customary for such a position
in an organization of the size and nature of the Company, subject to the Company’s ability to set such duties, responsibilities,
and authority to be mutually agreed between the Company and Employee.
As the
COO, Employee shall be responsible for the day-to-day operations of the business including, but not limited to, supply chain and logistics,
project planning and execution, human capital management, data center operations, corporate IT, quality and regulatory compliance, and
environmental, social and governance (ESG). Employee shall provide direct and indirect support as needed across the business, in such
areas as customer success, product management, and sales operations. As a member of the Senior Management Team, Employee shall contribute
in a meaningful way to analyzing market trends, setting appropriate operational and go-to market strategies, supporting customer success/satisfaction/retention
initiatives, investor relations, supporting fundraising and other capital markets/M&A activities, and preparation/communication for
the Board of Directors.
3.
Reporting Employee shall report directly to the President, Chief Executive Officer and Chief Financial
Officer, and shall devote her best efforts to the business and affairs of the Company and its subsidiaries, whether currently existing
or hereafter acquired or formed. Employee shall perform her duties and responsibilities to the best of her abilities in a diligent, trustworthy,
businesslike, and efficient manner.
4.
Start Date The start of employment will be February 1, 2024 (the “Start Date”).
5.
Devices and Living Location
(a)
Employee will use her own laptop and/or cell phone. The Company does not provide the Employee with a laptop computer and
cell phone to be used by Employee during the Term of this Agreement.
(b)
Employee shall have no obligation to relocate her residence.
(c)
Employee shall agree to business travel up to 30%. As a member of the Senior Management Team, for business flights greater
than 3 hours in duration Employee will be allowed to upgrade to Economy Plus or equivalent seating so long as the aggregate expenses remain
within the Company’s approved travel budget and individual bookings are compliant with the Company’s approved executive travel/expense
policy.
6.
Compensation, Benefits, and Other Provisions
See Exhibit A
7.
Employee acknowledges and agrees that:
| (a) | During the course of Employee’s employment with Company, Employee will |
learn about, will
develop and help to develop, and will be entrusted in strict confidence with confidential and proprietary information and trade secrets
that are owned by Company and that are not available to the general public or Company’s competitors, including (1) its business
operations, finances, balance sheets, financial projections, tax information, accounting systems, value of properties, internal governance,
structures, plans (including strategic plans and marketing plans), shareholders, directors, officers, employees, contracts, client characteristics,
idiosyncrasies, identities, needs, and credit histories, referral sources, suppliers, development, acquisition, and sale opportunities,
employment, personnel, and compensation records and programs, confidential planning and/or policy matters, and/or other matters and materials
belonging to or relating to the internal affairs and/or business of Company, (2) information that Company is required to keep confidential
in accordance with confidentiality obligations to third parties, (3) communications between Company, its officers, directors, shareholders,
members, partners, or employees, on the one hand, and any attorney retained by Company for any purpose, or any person retained or employed
by such attorney for the purpose of assisting such attorney in her or her representation of Company, on the other hand, and (4) other
matters and materials belonging to or relating to the internal affairs and/or business of Company, including information recorded on any
medium that gives it an opportunity to obtain an advantage over its competitors who do not know or use the same or by which Company derives
actual or potential value from such matter or material not generally being known to other persons or entities who might obtain economic
value from its use or disclosure (all of the foregoing being hereinafter collectively referred to as the “Confidential Information”);
| (b) | Company has developed or purchased or will develop or purchase the Confidential
Information at substantial expense in a market in which Company faces intense competitive pressure, and Company has kept and will keep
secret the Confidential Information; |
| (c) | Nothing in the Agreement shall be deemed or construed to limit or take away any
rights or remedies Company may have, at any time, under statute, common law or in equity or as to any of the Confidential Information
that constitutes a trade secret under applicable law. |
8.
Confidentiality Covenants. To the extent that Employee developed or had access to Confidential Information before
entering into the Agreement, Employee represents and warrants that she has not used for her own benefit or for the benefit of any other
person or entity other than Company, and Employee has not disclosed, directly or indirectly, to any other person or entity, any of the
Confidential Information. Unless and until the Confidential Information becomes publicly known through legitimate means or means not involving
any act or omission by Employee:
(a)
The Confidential Information is, and at all times shall remain, the sole and exclusive property of Company;
(b)
Except as otherwise permitted by the Agreement, Employee shall use commercially reasonable efforts to guard and protect
the Confidential Information from unauthorized disclosure to any other person or entity;
(c)
Employee shall not use for Employee’s own benefit, or for the benefit of any other person or entity other than Company,
and shall not disclose, directly or indirectly, to any other person or entity, any of the Confidential Information; and
(d)
Except in the ordinary course of Company’s businesses, Employee shall not seek or accept any of the Confidential Information
from any former, present, or future employee of any of the Company.
9.
Intellectual Property Rights.
(a) As
used in the Agreement, the term “Inventions” means all procedures, systems, formulas, recipes, algorithms,
methods, processes, uses, apparatuses, compositions of matter, designs or configurations, computer programs of any kind, discovered,
conceived, reduced to practice, developed, made, or produced, or any improvements to them, and shall not be limited to the meaning
of “invention” under the United States patent laws. Employee agrees to disclose promptly to Company any and all
Inventions, whether or not patentable and whether or not reduced to practice, conceived, developed, or learned by Employee during
the Employee’s employment with Company or during a period of one hundred eighty (180) days after the effective date of
termination of Employee’s employment with Company for any reason, either alone or jointly with others, which relate to or
result from the actual or anticipated business, work, research, investigations, products, or services of Company, or which result,
to any extent, from use of the premises or property of Company (each a “Company Invention”). Employee
acknowledges and agrees that Company is the sole owner of any and all property rights in all such Company Inventions, including the
right to use, sell, assign, license, or otherwise transfer or exploit Company Inventions, and the right to make such changes in them
and the uses thereof as Company may from time to time determine. Employee agrees to disclose in writing and to assign, and Employee
hereby assigns, to Company, without further consideration, Employee’s entire right, title, and interest (throughout the United
States and in all foreign countries) free and clear of all liens and encumbrances, in and to all such Company Inventions, which
shall be the sole property of Company, whether or not patentable. This Section 9 does not apply to any Inventions: (1) for which no
equipment, supplies, facility, or Confidential Information of Company were used; (2) that were developed entirely on
Employee’s own time; and (3) that do not relate at the time of conception or reduction to practice to the current business of
Company or its actual or demonstrably anticipated research or development, or which do not result from any work performed by
Employee for Company.
(b)
Employee acknowledges and agrees that all materials of Company, including slides, PowerPoint or Keynote presentations, books,
pamphlets, handouts, audience participation materials and other data and information pertaining to the business and clients of Company,
either obtained or developed by Employee on behalf of Company or furnished by Company to Employee, or to which Employee may have access,
shall remain the sole property of Company and shall not be used by Employee other than for the purpose of performing under the Agreement,
unless a majority of the Board (“Majority Board”) provides their prior written consent to the contrary.
(c)
Unless the Majority Board otherwise agrees in writing, Employee acknowledges and agrees that all writings and other works
which are copyrightable or may be copyrighted (including computer programs) which are related to the present or planned businesses of
Company and which are or were prepared by Employee during Employee’s employment with Company are, to the maximum extent permitted
by law, deemed to be works for hire, with the copyright automatically vesting in Company. To the extent that such writings and works are
not works for hire, Employee hereby disclaims and waives any and all common law, statutory, and “moral” rights in such writings
and works, and agrees to assign, and hereby does assign, to Company all of Employee’s right, title and interest, including copyright,
in such writings and works.
(d)
Nothing contained in the Agreement grants, or shall be deemed or construed to grant, Employee any right, title, or interest
in any trade names, service marks, or trademarks owned by the Company (all such trade names, service marks, and trademarks being hereinafter
collectively referred to as the “Marks”). Employee may use the Marks solely for the purpose of performing her duties under
the Agreement. Employee agrees that she shall not use or permit the use of any of the Marks in any other manner whatsoever without the
prior written consent of the Majority Board.
(e)
Employee further agrees to reasonably cooperate with Company hereafter in obtaining and enforcing patents, copyrights,
trademarks, service marks, and other protections of Company’s rights in and to all Company Inventions, writings and other works.
Without limiting the generality of the foregoing, Employee shall, at any time during and after her employment with Company, at Company’s
reasonable request, execute specific assignments in favor of Company, or its nominee, of Employee’s interest in any of Company Inventions,
writings or other works covered by the Agreement, as well as execute all papers, render all reasonable assistance, and perform all lawful
acts which Company reasonably considers necessary or advisable for the preparation, filing, prosecution, issuance, procurement, maintenance
or enforcement of patents, trademarks, service marks, copyrights and other protections, and any applications for any of the foregoing,
of the United States or any foreign country for any Company Inventions, writings or other works, and for the transfer of any interest
Employee may have therein. Employee shall execute any and all papers and documents required to vest title in Company or its nominees in
any Company Inventions, writings, other works, patents, trademarks, service marks, copyrights, applications and interests to which Company
is entitled under the Agreement.
10.
Remedies. Without limiting any of the other rights or remedies available to Company at law or in equity,
Employee agrees that any actual or threatened violation of any of the provisions of Sections 8, 9, or 10 may be immediately restrained
or enjoined by any court of competent jurisdiction, and that any temporary restraining order or emergency, preliminary, or final injunctions
may be issued in any court of competent jurisdiction without notice and without bond. As used in the Agreement, the term “any
court of competent jurisdiction” shall include the state and federal courts sitting, or with jurisdiction over actions arising,
in Los Angeles County, in the State of Wisconsin the jurisdiction, venue, and convenient forum of which are hereby expressly CONSENTED
TO by Employee and Company, all objections thereto being expressly WAIVED by Employee and Company.
11.
No Violation of Other Obligations.
Each
Party represents and warrants that neither that Party's execution, delivery,
and
performance of this Agreement nor that Party's execution, delivery, and performance of any agreement, instrument, or other document or
obligation contemplated under this Agreement will result in a violation of any provision of, or constitute a default under, any contract,
agreement, instrument, or obligation to which that Party is a party or by which that Party is bound.
12. Indemnification.
Company agrees to defend and indemnify and hold Employee harmless from and against any past, present or future claim, action,
demand, loss, cost, expense, liability or other damage arising from, and including reasonable attorney’s fees and costs,
amounts, expenses, incurred by or imposed against Employee and arising out of or relating to any past, present or future claim,
action, demand, loss, cost, expense, liability or other damage due to Employee’s employment pursuant to this Agreement.
Company agrees to put in place an appropriate Directors and Officers (D&O) liability insurance plan which covers the employment
of Employee.
13.
Miscellaneous.
a.
Notices. Any notice, consent, demand, request, approval, or other
communication
to be given under this Agreement by one Party to the other ("Notice") must be in writing and must be either (i) personally
delivered, (ii) mailed by registered or certified mail, postage prepaid with return receipt requested, (iii) delivered by same-day or
overnight courier service, or (iv) delivered by facsimile transmission, in any event to the address or number set forth in the introductory
paragraph of this Agreement or to such other address or number as may be designated by either or both of the Parties from time to time.
Notices
delivered personally or by courier service shall be deemed given and received as of actual receipt. Notices mailed as described above
shall be deemed given and received three business days after mailing or upon actual receipt, whichever is earlier. Notices delivered by
facsimile transmission shall be deemed given and received upon receipt by the sender of the transmission confirmation so long as facsimile
transmissions are also accompanied by overnight delivery as set forth above.
b.
Entire Agreement. This Agreement supersedes any and all other
agreements
and understandings of any kind, either oral or written, between the Parties with respect to the subject matter of this Agreement and contains
all of the covenants and agreements between the Parties with respect to the subject matter of this Agreement.
c.
Modification. Except as stated in the next sentence, no change or
modification
of this Agreement shall be valid or binding upon the Parties, nor shall any waiver of any term or condition be so binding, unless the
change or modification or waiver is in writing and signed by the Parties. Employee acknowledges that Company may from time to time establish,
maintain, and distribute employee handbooks or policy manuals, and officers or other representatives of Company may make written or oral
statements relating to personnel policies and procedures. Such handbooks, manuals, and statements are intended only for general guidance
and shall not be deemed to change or modify this Agreement or to create any liability of Company to Employee under this Agreement.
d. GOVERNING
LAW; CONSENT TO FORUM. THIS AGREEMENT HAS BEEN NEGOTIATED, EXECUTED, AND DELIVERED AT, AND SHALL BE DEEMED TO HAVE BEEN MADE
IN, NEVADA. THIS AGREEMENT SHALL BE GOVERNED BY, ENFORCED UNDER, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA.
AS PART OF THE CONSIDERATION FOR THIS AGREEMENT, AND REGARDLESS OF ANY PRESENT OR FUTURE DOMICILE OR PRINCIPAL PLACE OF BUSINESS OF
Employee, Employee HEREBY CONSENTS AND AGREES THAT THE COURTS OF WISCONSIN SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY
JUDICIAL DISPUTES BETWEEN THE PARTIES OR OTHER MATTERS EXPRESSLY PERMITTED BY THIS AGREEMENT TO BE LITIGATED IN A COURT. Employee
EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT AND HEREBY WAIVES
ANY OBJECTION WHICH Employee MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE, OR FORUM NON CONVENIENS.
e.
Counterparts. This Agreement may be executed in counterparts, each of which constitutes an original, but all
of which constitute one document.
f.
Gender. Whenever the context requires, words in this Agreement denoting gender shall include the masculine,
feminine, and neuter.
g.
Waiver of Breach. Any waiver by a Party of a breach of any provision of this Agreement by the other Party
shall not operate or be construed as a waiver of any other or any subsequent breach.
h.
Certain Defined Terms. As used in this Agreement, (i) "Person" means an individual or any
corporation, partnership, trust, unincorporated association, or other legal entity, whether acting in an individual, fiduciary, or other
capacity, and any government, court, or other governmental agency, (ii) "include" and "including" shall not denote
or signify any limitation, (iii) "business day" means any Monday through Friday other than any such weekday on which the offices
of the Company are closed, and (iv) "Section" is a reference to a Section in this Agreement, unless otherwise stated. In addition,
the use herein of “annual” or “monthly” (or similar terms) to indicate a measurement period shall not itself be
deemed to grant rights to Employee for employment or compensation for such period.
i.
Captions and Section Headings. Captions and Section or subsection
headings used
herein are for convenience only and are not a part of this Agreement and shall not be used in any construction of this Agreement.
j.
Expenses. Each of the Parties shall bear such Party’s respective expenses, including the fees and expenses
of its counsel, incurred in negotiating and preparing this Agreement.
k.
Interpretation. Each Party to this Agreement acknowledges that they have participated in the negotiation of
this Agreement, and that no provision of this Agreement shall be construed against or interpreted to the disadvantage of any party hereto
by any court or any government or judicial authority by reason of such person having been deemed to have structured, dictated or drafted
such provision.
Exhibit
A
Compensation,
Benefits, Expenses and Other Provisions
Cash Compensation:
Employee shall be paid a base salary of per year $275,000. Employee shall also be eligible for an annual cash bonus up to 35% of the annual
base salary, to be paid no later than March 15th of the year immediately following the year in which the bonus was earned (e.g., performance
bonus earned for the 2024 calendar year would be paid on or before March 15, 2025). Cash bonus earning will be based on attainment of
mutually agreed upon annual performance criteria. Performance criteria will be expressed in tangible and clear major business objectives,
which may include targets related to sales, overall business performance, stock performance, fundraising, and relevant operational key
performance indicators, and shall be set on or before March 30 of each calendar year.
For calendar year
2024, Employee may also be eligible for commission on sales commiserate with the terms of the annual sales plan, which shall be mutually
agreed upon no later than January 15th of the plan year.
Cash compensation
and cash bonuses will be paid upon the Company raising funds to support it. Until such time, the cash compensation and the cash bonuses,
will be accrued. Any such accruals or deferrals will be carried out in a manner compliance with 409A regulations. Any such accruals will
be paid to Employee incrementally when possible or in full within 5 business days of Company receiving sufficient funds to support payment.
In the event of termination by either party for any reason, Company shall pay all accrued, unpaid cash compensation, including base compensation,
bonus, and healthcare benefits coverage to Employee within 10 business days of the effective date of termination.
Cash compensation
will be reviewed and adjusted annually, and mutually agreed upon by the Parties, commensurate with Company size, growth, and performance,
as well as individual performance.
Equity Compensation:
In addition to the above, the Company shall provide to Employee an equity incentive in the form of the following:
| 1. | Incentive Stock Options (ISOs): Effective upon the Start Date, Employee shall receive an initial
options grant in the form of an ISO, in a quantity equivalent to 2.0% of the total outstanding common stock of the Company at that date,
subject to the following key terms. |
| a. | 4-year vesting, with a 1-year cliff (25% to vest immediately on the 1-yr anniversary of the Start Date,
the remaining 75% to ratably vest monthly – 1/36 each month, thereafter.) |
| b. | The strike price shall be $.01 per share. |
| 2. | Restricted Stock Award (RSA): If the Stock is listed on Nasdaq or any other National Stock Exchange
while Employee is employed by, or performing advisory services for, the Company in any capacity, the Company shall pay a one-time up-listing
bonus of $500,000 in the form of an RSA, which shall be payable within ten days of the effective date of the listing. Payment shall be
made in shares of common stock of the Company (“Stock”). |
To the
extent that any portion of the RSA is paid in Stock, shares of Stock shall be fully earned and vested upon issuance. The number of shares
of Stock to be issued in such case will be determined by dividing that portion of the RSA payable in Stock by 85% of the Company’s
ten-day Volume Weighted Average Price (“VWAP”) of the Stock, for the ten-day period immediately prior to the date of issuance.
This represents a 15% discount to the relevant VWAP, which discount shall at no point be less than $0.10 per share of Stock.
| 3. | In connection with the issuance of any RSA (the “RSA Issuance”), the Company shall pay
a bonus to Employee in an amount equal to the estimated tax owed by Employee in connection to the RSA Issuance (including a grossed-up
amount to reflect the tax impact of such bonus). Such bonus shall be payable within ten days of the issuance. |
| 4. | Upon a Change in Control of the Company, defined as the sale of at least 50% of the shares of the Company,
any non-vested ISOs and/or RSAs shall immediately vest. |
Expenses:
The Company shall reimburse Employee for all expenses incurred on behalf of the Company within 30 days of Employee submitting expenses
for reimbursement. Such expenses shall be eligible for reimbursement as long as they are reasonable and compliant with the Company expense
policies.
Benefits:
The Company shall provide health (vision, dental, medical) and other relevant benefits for the Executive and their family in accordance
with the then current Company benefit plans as part of the Executive’s compensation package. If, as of the Start Date, the Company
does not offer health benefits, the Company shall reimburse Employee for the cost of maintaining COBRA coverage under her former employer
or sufficient for purchasing comparable health benefits on the public exchange up to a maximum amount of $701 per month until the date
that Company sponsored health benefits become available. At the appropriate time, Company will add a 401k benefit with Company matching
contributions.
Vacation
& Sick Leave: Where permitted by state law, Company agrees to adopt an open PTO policy, which Employee shall be able to partake
in, along with other Company executives and staff.
Liability,
D&O Insurance: Prior to the Start Date, the Company shall obtain and demonstrate it has an active general liability and D&O
insurance policies in place with limits consistent with Company size, business plan, and activities, which shall protect Executive from
any claims, demands, or litigation arising out of or in connection with the performance of Executive’s duties and obligations pursuant
to the Employment Agreement and any other activities undertaken on behalf of the Company. Such insurance shall provide coverage for Executive’s
legal defense, settlement, and judgment costs, including attorneys’ fees and other related expenses, without any limitation to the
duration or amount of such coverage, regardless of Executive’s association with the Company at the time such claims or litigation
are initiated.
In addition
to the aforementioned insurance, the Company shall indemnify and hold Executive harmless from and against any and all liabilities,
losses, damages, costs, and expenses, including reasonable attorneys’’ fess, incurred by Executive, resulting from or
arising out of any claims, demand, or litigation involving the Company, its affiliates and/or their businesses, whether such claims
or litigation are brought during the term of the Employment Agreement or thereafter. This indemnification obligation shall be
binding upon the Company and its successors and assigns, jointly and severally, and shall continue in perpetuity, regardless of any
changes in Executive’s association with the Company or any termination of the Employment Agreement. The Company’s
obligation to indemnify the Executive shall not be subject to any limitation of time, amount, or scope, and shall extend to all
matters, past, present, and future, involving Executive’s association with the Company.
By Executive:
Executive may terminate the Agreement for any reason with 30 days’ notice.
By Company
Without Cause: Company can terminate the Employment Agreement Without Cause with immediate effect, providing that the following provisions
are adhered to:
| - | Pays 3 months’ severance, inclusive of base salary and full prorated bonus compensation. |
| - | Immediately vests all outstanding ISOs and earned RSAs. |
| - | Covers the cost of health benefits under COBRA for 6 months. |
| - | Employee shall agree to a non-compete/non-solicitation stipulation, which shall expire 1 year from employment
termination date. |
| - | Company and Employee agree to enter into a mutual non-disparagement agreement. |
By Company
With Cause: Company may terminate the Employment Agreement effective immediately for Cause if Company can provide written documentation/proof
of (a) personal dishonesty, (b) incompetence, (c) willful misconduct, (d) breach of fiduciary duty involving personal profit, (e) intentional
failure to perform stated duties, or (f) willful violation of any law, rule, or regulation; provided, however, prior to termination Cause
pursuant to (b) or (e), the Company must have provided Executive with written notice of such issue and 30 days to cure, and in all aspects,
such action by Executive must have a material, negative affect on Company prior to being considered Cause.
General
Tax/409A: The Company and Executive intend to structure the Employment Agreement such that is efficient to the Executive in all
cases while also complying with Section 409A of the Internal Revenue Code requirements. Company shall administer and interpret this term
sheet in accordance with such requirements.
Arbitration:
Executive and Company agree that they will resolve all matters in dispute between them by binding arbitration conducted by JAMS, Inc.
[Signatures
on following page]
IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first above
written.
The
Company: Avant Technologies, Inc.,
a Nevada Corporation
By_/s/__________
Timothy Lantz
Printed Name:
Timothy Lantz
Title: Chief
Executive Officer
Employee:
By /s/ _________
Angela Harris
Print Name: Angela
Harris
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