Current Report Filing (8-k)
May 24 2022 - 6:01AM
Edgar (US Regulatory)
0001676580
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0001676580
2022-05-22
2022-05-22
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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): May 22, 2022
VISION
HYDROGEN CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada |
|
000-55802 |
|
47-4823945 |
(State
or Other Jurisdiction |
|
(Commission
|
|
(IRS
Employer |
of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
95
Christopher Columbus Drive, 16th Floor, Jersey City, NJ 07302
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (551) 298-3600
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. ☐
Securities
registered pursuant to Section 12(b) of the Act: None
Vision
Hydrogen Corporation is referred to herein as “we”, “our” or “us”.
Item
1.01 Entry into a Material Definitive Agreement
Item
5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On
May 22, 2022, our board of directors approved entry and we entered into an Employment Agreement (the “Employment Agreement”)
with Matthew Hidalgo, our Chief Financial Officer, effective May 9, 2022. Mr. Hidalgo previously provided services as our Chief Financial
Officer pursuant to a services agreement we entered into with Turquino Equity LLC on November 8, 2021, which provided for payment of
$25,000 per month and which expired on May 8, 2022 pursuant to its terms.
The
Employment Agreement is for a one year term and provides for an annual monthly base salary of $13,500. Mr. Hidalgo may also be entitled
to discretionary annual bonus compensation determined by our compensation committee. In addition, Mr. Hidalgo is entitled to participate
in any and all benefit plans, from time to time, in effect for our employees, along with vacation, sick and holiday pay in accordance
with our policies established and in effect from time to time. The Employment Agreement permits termination by us for cause, death, bankruptcy
and disability and without cause upon (i) payment by us of a lump sum equal to three months’ base salary less statutory/payroll
deductions as well as any unaccounted advances or other monies due to us by Mr. Hidalgo (the “Notice Payment”), (ii) notice
to Mr. Hidalgo that the Employment Agreement will terminate 90 days from the date of such notice, with confirmation that Mr. Hidalgo
will continue to perform and be compensated under the Employment Agreement for such 90 day period, or (iii) some combination of (i) and
(ii), all at our sole discretion. Should Mr. Hidalgo secure alternative employment during the said 90-day period he shall be required
to reimburse the pro rated portion of the Notice Payment to us. Except in the case of termination without cause, Mr. Hidalgo shall be
entitled to all accrued and unpaid base salary as well as any expenses properly incurred prior to the date of termination, less any advances
against expenses not accounted for.
The
description of the Employment Agreement contained in this Current Report on Form 8-K is a summary and is qualified in its entirety by
the terms of such agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant
to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
|
VISION
HYDROGEN CORPORATION |
|
|
|
Date:
May 24, 2022 |
By: |
/s/
Matthew Hidalgo |
|
|
Matthew
Hidalgo |
|
|
Chief
Financial Officer |