Item 1.01. Entry into a Material Definitive Agreement
Settlement Agreement to Compromise Debt
On June 3, 2022, the Company entered into a Settlement Agreement with James
Owens, its Chairman and Chief Technology Officer to settle the $1,644,583.34
debt owed to Mr. Owens (comprised of $756, 450 Due to Shareholder and $874,
833.34 accrued salary and related expense on the Company's Balance Sheet) in
exchange for a Convertible Promissory Note in the amount of $1,101,000.00.
Additionally, Mr. Owens agreed to forgive the balance owed to him of $543,
583.34 and reduce the salary on his employment contract, effective immediately,
to $1.00 per year.
On June 3,2022, the Company issued Mr. Owens a Convertible Promissory Note in
the amount of $1,101,000 in accordance with the Settlement Agreement. The
maturity date of the note is twenty-four months from the date of issue. The
conversion provision states that the note may be converted into Common Stock of
the Company at any time beginning three days after issuance of the note and
ending on the maturity date, at a conversion rate of $0.01 per share. The note
bears interest at the rate of 8 percent per annum.
Item 5.02. Compensatory Arrangements of Certain Officers
Amended Executive Employment Agreement
On June 3, 2022, the Company amended the Executive Employment Agreement of James
Owens dated January 2020, changing Mr. Owens' salary from $350,000 to $1.00 per
year.
Cancelation of Stock Option Grant
On June 3, 2022, the Company's Board of Directors canceled the Stock Option
Grant granted to the Company's CFO on December 9, 2022.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
10.1* Settlement Agreement to Compromise Debt
10.2* Convertible Promissory Note
10.3*+ Amended Executive Employment Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
*Filed herewith
+Includes management contacts and compensation plans and arrangements
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