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 17, 2020 |
Nestbuilder.com Corp.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55875 | 82-3254264 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
201 W. Passaic Street, Suite 301
Rochelle Park, NJ 07662
(Address of principal executive offices) (zip code)
(201) 845-7001
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
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 1.01 Entry into a Material Definitive Agreement
On April 17, 2020, we terminated the employment of Alex Aliksanyan as our Chief Executive Officer, effective as of April 20, 2020. On April 20, 2020, we and Mr. Aliksanyan entered into that certain Separation and Release of Claims Agreement, dated April 20, 2020, whereby Mr. Aliksanyan terminated his Employment Agreement, dated August 17, 2018, as amended, and provided a release of claims to us in exchange for a lump sum payment equal to $1,500, representing one month of his base salary. We are not aware of any disagreements with Mr. Aliksanyan of the type required to be disclosed per Item 502(a) of this Form 8-K. Mr. Aliksanyan will continue to serve on our Board of Directors.
Item 1.02 Termination of a Material Definitive Agreement.
Termination of Employment Agreement
On April 17, 2020, we terminated the employment of Alex Aliksanyan as our Chief Executive Officer, effective as of April 20, 2020. On April 20, 2020, we and Mr. Aliksanyan entered into that certain Separation and Release of Claims Agreement, dated April 20, 2020, whereby Mr. Aliksanyan terminated his Employment Agreement, dated August 17, 2018, as amended, and provided a release of claims to us in exchange for a lump sum payment equal to $1,500, representing one month of his base salary. We are not aware of any disagreements with Mr. Aliksanyan of the type required to be disclosed per Item 502(a) of this Form 8-K. Mr. Aliksanyan will continue to serve on our Board of Directors.
Termination of Convertible Promissory Notes
On April 17, 2020, each of six holders of a Convertible Promissory Note, dated August 17, 2018, as amended, issued by us in the principal amount of $12,500, bearing interest at the rate of 2.5% per annum and convertible into our common stock at a conversion price of $0.12 per share (each, a “Note”), executed a Satisfaction and General Release of Promissory Note, pursuant to which they accepted a discounted payoff of their Note in the amount of $11,250, in exchange for deeming the Note fully-paid, satisfied, and cancelled, and providing a release to us from any liability thereunder. William McLeod, our Chief Executive Officer, President and a Director, Thomas M. Grbelja, our Treasurer, Secretary and a Director, and Alex Aliksanyan, a Director and our former Chief Executive Officer were among the six noteholders described above.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Officer
On April 17, 2020, we terminated the employment of Alex Aliksanyan as our Chief Executive Officer, effective as of April 20, 2020. On April 20, 2020, we and Mr. Aliksanyan entered into that certain Separation and Release of Claims Agreement, dated April 20, 2020, whereby Mr. Aliksanyan terminated his Employment Agreement, dated August 17, 2018, as amended, and provided a release of claims to us in exchange for a lump sum payment equal to $1,500, representing one month of his base salary. We are not aware of any disagreements with Mr. Aliksanyan of the type required to be disclosed per Item 502(a) of this Form 8-K. Mr. Aliksanyan will continue to serve on our Board of Directors.
Appointment of Officer
On April 17, 2020, we appointed William McLeod, our President and a member of our Board of Directors, to serve as our new Chief Executive Officer, effective as of April 20, 2020. Current biographical information for Mr. McLeod was included in our Annual Report on Form 10-K filed on January 28, 2020.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | Separation and Release of Claims Agreement | |
| 10.2 | Form of Satisfaction and General Release of Promissory Note |
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.
| Dated: April 21, 2020 | Nestbuilder.com Corp., | |
| a Nevada corporation | ||
| /s/ William McLeod | ||
| By: | William McLeod | |
| Its: | Chief Executive Officer | |
Exhibit 10.1
Separation and Release of Claims Agreement
This Separation and Release of Claims Agreement (“Agreement”) is entered into by and between Nestbuilder.com Corp., a Nevada corporation (the “Employer”) and Alex Aliksanyan, an individual (the “Employee”) (the Employer and the Employee are collectively referred to as the “Parties”) as of April 20, 2019 (the “Execution Date”).
1. The Parties hereby terminate that certain Employment Agreement between the Parties dated August 17, 2018, as amended.
2. In exchange for a lump sum payment equal to One Thousand Five Hundred Dollars ($1,500), representing one month of Employee’s base salary, less all relevant taxes and other withholdings, Employee and the Employee’s heirs, executors, representatives, administrators, agents, and assigns (collectively, the “Releasors”) irrevocably and unconditionally fully and forever waive, release, and discharge the Employer, including the Employer’s parents, subsidiaries, affiliates, predecessors, successors, and assigns, and each of its and their respective officers, directors, employees, and shareholders, in their corporate and individual capacities (collectively, the “Released Parties”), from any and all claims, demands, actions, causes of actions, judgments, rights, fees, damages, debts, obligations, liabilities, and expenses (inclusive of attorneys’ fees) of any kind whatsoever, whether known or unknown (collectively, “Claims”), that Releasors may have or have ever had against the Released Parties, or any of them, arising out of, or in any way related to the Employee’s hire, benefits, employment, termination, or separation from employment with the Employer by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter from the beginning of time up to and including the date of the Employee’s execution of this Agreement, excluding Employee’s right to unpaid compensation from August 1, 2019 through the date of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Execution Date above.
| “Employer” | |||
| Nestbuilder.com Corp., | |||
| a Nevada corporation | |||
| /s/ William McLeod | |||
| By: | William McLeod | ||
| Its: | President | ||
| “Employee” | |||
| /s/ Alex Aliksanyan | |||
| Alex Aliksanyan, an individual | |||
Exhibit 10.2
SATISFACTION AND GENERAL RELEASE OF PROMISSORY NOTE
This Satisfaction and General Release of Promissory Note is executed this 17th day of April, 2020 by ______________________ (“Holder”).
RECITALS
WHEREAS, Nestbuilder.com Corp., a Nevada corporation (the “Company”) issued to Holder a Convertible Promissory Note, dated August 17, 2018, in the original principal amount of $12,500, as amended (the “Note”), a true and correct copy of which is attached hereto as Exhibit A;
WHEREAS, Holder represents that the Note is free from any pledge, lien, claim, or encumbrance; and
WHEREAS, Holder has agreed to accept a discounted payoff of the Note in the amount of $11,250, payable immediately in full satisfaction of the Note.
NOW, THEREFORE, in consideration of the foregoing recitals, and the terms, mutual covenants, promises, representations and warranties set forth herein, Holder agrees that:
1. Upon payment and receipt of $11,250 from the Company, Holder shall deem the Note fully-paid, satisfied, and cancelled, shall release the Company from any liability thereunder, and shall return the Note to the Company annotated as “Fully-Paid.”
2. Holder further agrees to indemnify and hold the Company harmless from any other demand, claim, or presentment of the Note after the discounted payoff has been received.
Dated this 17th day of April, 2020.
| [NAME OF HOLDER] |
EXHIBIT A
NOTE
(see attached)