Item 5.02 Departure of Directors or Certain Officers; Election of
Directors, Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Resignation of Chief Executive Officer
On June 17, 2019, Mr. Patrick Moynihan informed the Board of
Directors (the “Board”) of Blockchain Industries, Inc.
(the “Company”) that he was resigning from his role as
Chief Executive Officer (“CEO”), effective immediately.
A copy of his resignation letter (the “Letter of
Resignation”) is attached hereto as Exhibit 17.1 to this
Current Report on Form 8-K.
In connection with his resignation, Mr. Moynihan entered into a
settlement and release agreement with the Company (the
“Moynihan Settlement Agreement”) pursuant to which Mr.
Moynihan is to be paid (i) Ten Thousand United States Dollars
($10,000) cash by June 17, 2019, (ii) Fifteen Thousand United
States Dollars ($15,000) by July 7, 2019, and (iii) Sixty Two
Thousand United States Dollars ($62,000) by September 30, 2019.
Additionally, Mr. Moynihan agreed to return Seven Million
(7,000,000) shares of the Company’s common stock (the
“Moynihan Shares”). This return of shares is expected
to be completed by June 19, 2019. Of the Moynihan Shares, Five
Hundred Thousand (500,000) (the “Escrowed Property”)
are to be held in escrow and shall be released to Mr. Moynihan if
the Company is to consummate a transaction with the Blockchain
Exchange Alliance (including any wholly-owned subsidiary thereof,
“BXA”) prior to December 31, 2020 wherein BXA
purchases, in one or more transactions, greater than fifty one
percent (51%) of the Company’s common equity (or preferred
equity which converts into greater than said percentage of common
equity) (a “Qualified Transaction”). In the event that
a Qualified Transaction does not occur by the date specified, the
Escrow Property shall be delivered to the Company and the Company
shall be permitted to take any and all actions necessary or
advisable to return the Escrowed Property to the
treasury.
Appointment of Chief Operating Officer and Interim Chief Executive
Officer
On June 6, 2019, the Board of the Company appointed Mr. Paul Kim as
the Company’s Chief Operatizing Officer (“COO”).
On June 14, 2019, the Board further appointed Mr. Kim as the
Company’s Interim Chief Executive Officer.
Paul Kim, age 49
Mr. Kim, combines over 2 years of experience in the blockchain and
crypto-currency industry in executive management, following a 12
year career as computer game industry executive focused on virtual
currencies and economies. Previously, he had been involved in 6
gaming and blockchain businesses holding positions including Chief
Executive Officer, Chief Operating Officer and EVP of Business
Development & Licensing. From 2004 to 2008, Mr. Kim was the COO
and co-founder of GoPets, Ltd., a gaming software development
company, which built a virtual pet social network out of Seoul,
South Korea. From 2008 to 2009, he was VP of Business Development
for Affinity Media during which time they purchased the two largest
gaming digital asset trading platforms in the world, Itemmania and
Itembay. From 2009 to 2012, he was VP of Licensing for Gazillion
Entertainment, a game software development company featuring titles
such as Jumpgate Evolution, Marvel Superhero Squad and Marvel
Universe, all built around a virtual economy system. From 2012 to
2014, he was VP of Licensing and promoted to CEO of Xfire, Inc.,
the world's largest online game community site with over 24 million
registered users worldwide where he pivoted the business to an
online game tournament platform built on a virtual token system.
From 2014 to 2016, he served as COO of Oomba, Inc. a SaaS based
tournament software business which built eSports and online
tournament centers and events. In 2017, he shifted into the
blockchain industry and was a founding member of DNA (Distributed
Network Advisors), a globally recognized advisory business in
blockchain and cryptocurrencies which led to his role as Managing
Director of Blockchain Projects for Blockchain Industries Inc. in
March of 2018. He has a Bachelor of Science degree in International
Business from the University of Colorado, Boulder and an MBA from
Pepperdine Graziadio School of Business.
There is no arrangement or understanding between Mr. Kim and any
other persons pursuant to which Mr. Kim was selected as an officer.
There are no family relationships between Mr. Kim and any director,
executive officer or person nominated or chosen by the Company to
become a director or executive officer of the Company within the
meaning of Item 401(d) of Regulation S-K under the U.S. Securities
Act of 1933 (“Regulation S-K”). Since the beginning of
the Company’s last fiscal year, the Company has not engaged
in any transaction in which Mr. Kim had a direct or indirect
material interest within the meaning of Item 404(a) of Regulation
S-K.
The above descriptions of the Moynihan Settlement Agreement and the
Letter of Resignation do not purport to be complete and are
qualified in their entirety by the full text of such documents,
filed herewith as Exhibits 10.1 and 17.1,
respectively.