Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 14, 2022, Simon Kay, the Chief Executive Officer and President of
Basanite, Inc. (the "Company"), through his attorneys, sent the Company's Board
of Directors (the "Board") a notice of termination letter (the "Termination
Letter"). In his Termination Letter, Mr. Kay informed the Board that he was
terminating his employment for "Good Reason," pursuant to the terms of and as
defined in his employment agreement with the Company, dated March 25, 2022 (the
"Employment Agreement"). As such, Mr. Kay is no longer affiliated with the
Company, effective November 14, 2022.
In his Termination Letter, Mr. Kay contends that the Company has not complied
with the terms of his Employment Agreement and that, because of this, he is
entitled to earned but unpaid wages from the Company. The Company believes that,
should any legal claim arise regarding Mr. Kay's termination of his employment
with the Company, it will defend itself to the fullest extent of the law.
On November 17, 2022, the Board appointed Michael V. Barbera, a director of the
Corporation, as Acting Interim Chief Executive Officer of the Company. The Board
also ratified and approved its September 21, 2022 appointment of Ronald J.
LoRicco, Sr. as Chairman of the Board. Both Messrs. Barbera and LoRicco will
serve in their positions until the earlier of his termination, death, disability
or resignation.
Mr. Barbera, 68, previously served as the Company's Chairman of the Board since
January 2020, and served as a member of the Board of Directors since February
2019. Mr. Barbera has served as the Chief Executive Officer of Analytical
Maintenance Services, Inc. ("AMS") located in Boca Raton, Florida since 1998.
AMS, a privately held company, provides analytical instrument services,
instrumentation, comprehensive training courses and general application support
to both the chemical and pharmaceutical industries. The Board selected Mr.
Barbera to serve as the Company's Acting Interim Chief Executive Officer because
of his longstanding relationship with the Company and because of his business
experience.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the inline XBRL document)
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