Current Report Filing (8-k)
March 15 2019 - 4:49PM
Edgar (US Regulatory)
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): March 15,
2019
LIBERATED SYNDICATION INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada
|
333-209599
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47-5224851
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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5001
Baum Boulevard
Pittsburgh,
Pennsylvania 15213
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(Address of
Principal Executive Offices and Zip Code)
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Registrant’s
telephone number, including area code:
(412) 621-0902
_____________________________________
(Former
Name or Former Address, if Changed Since Last Report)
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 Instruction A.2.
below):
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
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 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. ☒
Item 1.01.
Entry into a Material
Definitive Agreement.
On
March 15, 2019, the compensation committee of the board of
directors of Liberated Syndication Inc, a Nevada corporation (the
“Company”) approved the modification and extension of
the existing stock agreements each dated April 13, 2017, with its
Chief Executive Officer, Christopher J. Spencer, and its Chief
Financial Officer, John Busshaus by entering into two new Stock
Agreements (the “Stock Agreements”), each dated March
15, 2019 (the “Agreement Date”). Two milestones for the
stock awards have been modified as follows or the stock will be
forfeited: 1) Up-list to NASDAQ or NYSE within 18 months of the
Agreement Date ; 2) Market cap of $80 Million for 5 consecutive
days within 18 months of the Agreement Date. These extensions and
modifications will not involve the issuance of additional shares of
common stock, nor the recording of additional expense.
The
Stock Agreements of Messrs. Spencer and Busshaus are filed herewith
as Exhibits 10.1 and 10.2, respectively, and are incorporated
herein by reference. The foregoing descriptions of the Stock
Agreements do not purport to be complete and are qualified in their
entirety by reference to such exhibits.
On
the same date, the compensation committee of the board of director
of the Company also approved the entry into new employment
agreements with its Chief Executive Officer, Christopher J.
Spencer, and its Chief Financial Officer, John Busshaus to extend
their employment to February 28, 2023 (the “Employment
Agreements”). Under the terms of the Employment
Agreements, the Company agreed to employ Messrs. Spencer and
Busshaus for a period of an additional three years, beginning on
March 1, 2020, and terminating on February 28, 2023, at annual
salaries of $400,000 and $350,000, respectively. Each
Employment Agreement will automatically be extended for an
additional one year period on each renewal date, unless the Company
gives the employee at least 90 days’ written notice that it
does not wish to extend such Employment Agreement. At the end
of the term of each employee’s respective Employment
Agreement, he will receive a bonus equal to twice his annual
salary.
Each
Employment Agreement contains standard non-disclosure covenants, as
well as standard non-competition and non-solicitation restrictions
for a period of six months after termination of employment.
The
Employment Agreements of Messrs. Spencer and Busshaus are filed
herewith as Exhibits 10.3 and 10.4, respectively, and are
incorporated herein by reference. The foregoing descriptions
of the Employment Agreements do not purport to be complete and are
qualified in their entirety by reference to such
exhibits.
Item 9.01
Financial Statements and Exhibits
(a)
Exhibits
|
Description
|
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Stock
Agreement of Christopher J. Spencer dated March 15,
2019*
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|
Stock
Agreement of John Busshaus dated March 15, 2019*
|
|
Employment
Agreement of Christopher J. Spencer dated March 15,
2019*
|
|
Employment
Agreement of John Busshaus dated March 15, 2019*
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*
Indicates a management contract or compensatory plan or
arrangement.
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated:
March 15, 2019
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LIBERATED
SYNDICATION INC.
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By:
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/s/
Christopher J. Spencer
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|
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Name:
Christopher J. Spencer
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|
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Title:
CEO and President
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