Current Report Filing (8-k)
April 27 2022 - 02:08PM
Edgar (US Regulatory)
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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): April 27,
2022 (April 26, 2022)
TEGO CYBER
INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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000-56370
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84-2678167
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification ID No.)
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8565 South Eastern Avenue, Suite 150
Las Vegas, Nevada 89123
(Address of principal executive offices)(Zip Code)
(855)
939-0100
(Registrant’s telephone number, including area code)
Not
Applicable
(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 obligations of the registrant
under any of the following provisions (see General Instruction A.2.
below).
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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
CFR240.13e-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 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangement of Certain Officers
On April 26, 2022, Mr. Troy Wilkinson resigned as President of Tego
Cyber Inc. (the “Company”). Mr. Wilkinson will remain serving as a
member of the Board of Directors of the Company.
On April 26, 2022, the Company elected Mrs. Shannon Wilkinson to
succeed Mr. Wilkinson as President. Concurrently, Mrs. Wilkinson
resigned as Chief Financial Officer of the Company. Mrs. Wilkinson
will remain serving as a member of the Board of Directors of the
Company. Further, Mrs. Wilkinson will continue to be a party to the
employment agreement with the Company for her services as Chief
Executive Officer, which provide for a base salary, subject to
adjustment, and participation in the equity incentive plan and
other employee benefit plans.
On April 26, 2022, the Company elected Dr. Earl Johnson as Chief
Financial Officer of the Company, effective May 1, 2022.
Appointment of Chief Financial Officer - Johnson
On April 26, 2022, the Company appointed Dr. Earl R. Johnson to act
as the Company’s Chief Financial Officer.
Dr. Johnson, 85, has over 35 years’ experience in international
finance, corporate investigations, and law enforcement. He
currently is the CEO & President of International Consultants
& Investigations, a private security and investigation
consultancy firm. His field of expertise includes international
fraud investigations, corporate intelligence and due diligence,
cryptocurrency tracking, and cybersecurity consulting. He has
experience operating in the Far East, Middle East, Europe and South
America. Dr. Johnson holds a PhD in International Finance from the
California University for Advanced Studies. He will be dedicating
approximately 10 hours a week to his role as Chief Financial
Officer of the Company.
Family Relationships
There is no family relationship between Mr. Johnson and any of the
Company’s directors or officers.
Related Party Transactions
There are no related party transactions reportable under Item 5.02
of Form 8-K and Item 404(a) of Regulation S-K.
Material Plan, Contract, or Arrangement - Johnson
In connection with Dr. Johnson’s appointment as Chief
Financial Officer, the Company entered into an employment agreement
with Dr. Johnson dated April 26, 2022 (the “Johnson Employment
Agreement”) having an effective date of May 1, 2022. Dr. Johnson
shall be an at-will employee. Dr. Johnson is entitled to a base
salary of $36,000 per year.
Dr. Johnson shall be eligible to participate in all of the employee
benefit, fringe and perquisite plans, practices, policies and
arrangements the Company makes available from time to time to its
senior executives generally, which may be amended or terminated by
the Company at any time in its sole discretion. The amount,
eligibility and extent of the benefits shall be governed by the
applicable plan documents as in effect from time to time.
The foregoing description of the Johnson Employment Agreement is
not complete and is qualified in its entirety by reference to the
full text of the Johnson Employment Agreement, which is filed as
Exhibit 10.1 to this report and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
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.
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TEGO CYBER INC. |
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Date: April 27, 2022 |
By: |
/s/ Shannon
Wilkinson |
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Shannon Wilkinson |
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Chief Executive Officer |
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