Item 1.01 Entry into a Material Definitive Agreement.
CFO Employment Agreement
On November 19, 2021, the board of directors of Tribal Rides International
Corp., a Nevada corporation (the "Company"), approved an Employment Agreement
dated effective November 17, 2021 with Don Smith (the "CFO Agreement"), the
Company's newly-appointed Chief Financial Officer (the "CFO"). Pursuant to the
CFO Agreement, the CFO is entitled to monthly cash compensation of $3,500 per
month. In addition, beginning January 1, 2022, the CFO will be awarded 1,000,000
shares of Common Stock of the Company annually for three years (the "CFO
Shares"). The CFO Shares will vest monthly. The CFO Agreement may be terminated,
for any reason, by either party upon written notice to the other party.
CTO Employment Agreement
On November 19, 2021, the board of directors of the Company approved an
Employment Agreement dated effective November 17, 2021 with Steven Ritacco (the
"CTO Agreement"), the Company's newly-appointed Chief Technology Officer (the
"CTO"). Pursuant to the CTO Agreement, the CTO is entitled to monthly cash
compensation of $8,000 per month. In addition, beginning January 1, 2022, the
CTO will be awarded 1,000,000 shares of Common Stock of the Company annually for
three years (the "CTO Shares"). The CTO Shares will vest monthly. The CTO
Agreement may be terminated, for any reason, by either party upon written notice
to the other party.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The disclosure contained in Item 1.01 hereto under the subheading "CFO
Employment Agreement" and "CTO Employment Agreement" is incorporated by
reference into this Item 5.02.
CFO Appointment
On November 19, 2021, the Company appointed Don Smith as the Company's Chief
Financial Officer.
Don Smith (age 57) From January 1998 to the present, Mr. Smith has served as
President of Emerald Palms LLC Consulting and Professional Tax & Accounting.
From January 2019 to February 2020, Mr. Smith served as Vice-President Sales and
Business Development at Singlepoint, Inc. From October 2016 to October 2018, Mr.
Smith served as Vice President, Chief Operating Officer, and a director of Smart
Cannabis Inc. (OTC: SCNA).
There are no family relationships between Mr. Smith and any director, executive
officer or person nominated or chosen by the Company to become a director or
executive officer.
A copy of the press release announcing Mr. Smith's appointment is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
CTO Appointment
On November 19, 2021, the Company appointed Steven Ritacco as the Company's
Chief Technology Officer.
Steven Ritacco (age 56) Mr. Ritacco has served as a director of the Company
since June 1, 2020. From April 2001 until the present. From 2012 to the present,
Mr. Ritacco has served as President of KeptPrivate Inc./Proxemi. From September
2015 until March 2018, Mr. Ritacco served as Chief Technology Officer of Blue
NRGY Group Ltd. Mr. Ritacco received an undergraduate degree from the University
of Rhode Island.
There are no family relationships between Mr. Ritacco and any director,
executive officer or person nominated or chosen by the Company to become a
director or executive officer.
2
Effective June 20, 2020, the Company granted options to purchase an aggregate of
100,000 shares of the Company's Common Stock, exercisable at $0.01 per share, to
Mr. Ritacco.
A copy of the press release announcing Mr. Ritacco's appointment is attached
hereto as Exhibit 99.2 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On November 29, 2021, the Company issued press releases, a copies of which is
attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, which announced
CFO and CTO appointments. Pursuant to the rules and regulations of the
Securities and Exchange Commission (the "SEC"), the information in this Item
7.01 disclosure, including Exhibit 99.1, and the information set forth therein,
is deemed to have been furnished to, and shall not be deemed to be "filed" with,
the SEC.
The press releases may contain forward-looking statements. Such forward-looking
statements are based on information presently available to the Company's
management and are current only as of the date made. Actual results could also
differ materially from those anticipated as a result of a number of factors,
including, but not limited to, those discussed in the Company's Annual Report on
Form 10-K for the year ended December 31, 2020, and subsequent reports filed by
the Company with the SEC. For those reasons, undue reliance should not be placed
on any forward-looking statement. The Company assumes no duty or obligation to
update or revise any forward-looking statement, although it may do so from time
to time as management believes is warranted or as may be required by applicable
securities law. Any such updates or revisions may be made by the Company by
filing reports with the SEC, through the issuance of press releases or by other
methods of public disclosure.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated November 29, 2021
99.2 Press Release dated November 29, 2021
104 Cover Page Interactive Data File (formatted in Inline XBRL)
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