UNITED
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CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 5, 2024, African Agriculture Holdings Inc. (the “Company”) announced that, effective January 30, 2024 (the “Transition Date”), Michael Rhodes has been appointed as Chief Executive Officer and Secretary of the Company. In connection with such transition, Alan Kessler transferred his role from Chief Executive Officer of the Company to Chief Strategic Officer, effective as of the Transition Date. In connection with his appointment as Chief Executive Officer, Mr. Rhodes will replace Mr. Kessler as the Company’s principal executive officer.
Mr. Rhodes, 64, served as the founder and Chief Operating Officer of Rhodes Global from 2014 through the Transition Date. Mr. Rhodes primary responsibility was to develop energy and agriculture infrastructure in developing countries. Mr. Rhodes also served as the Chief Executive Officer of Rhoton Global from January 2020 through August 2023, an affiliate of Rhodes Global. Mr. Rhodes’s principal responsibilities at Rhoton Global were to coordinate a power purchase agreement with Somaliland. Mr. Rhodes brings decades of operating experience in large-scale agriculture across Africa, including the hands-on management of over 16,000 hectares of productive farmland across more than eight East and West African nations. Mr. Rhodes has been involved in commercial-scale farming of alfalfa and other forage crops for animal feed for over 40 years, beginning on his family’s alfalfa farm in Utah, and the Company expects Mr. Rhodes to bring AAGR his experience implementing international best-practice standards for the growing of alfalfa and other animal feeds to farmers and ranchers across West Africa. Neither Rhodes Global or Rhoton Global is a parent, subsidiary or other affiliate of the Company.
In connection with this transition, the Board approved an Employment Agreement with Mr. Rhodes (the “Employment Agreement”), and the following compensation arrangements for Mr. Rhodes, effective as of the Transition Date: (a) a base salary of $240,000, (b) an annual incentive bonus, the amount and terms of which will be determined by the Board in its sole discretion and (c) an award of 1,500,000 Restricted Stock Units that will be granted promptly following the Transition Date and subject to certain to-be-determined time and performance vesting conditions. The foregoing description of the Employment Agreement is qualified in its entirety by reference to the complete text of such agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”) and is incorporated by reference herein.
No arrangement or understanding exists between Mr. Rhodes and any other person pursuant to which Mr. Rhodes was selected to serve as Chief Executive Officer of the Company. There have been no related party transactions between the Company or any of its subsidiaries and Mr. Rhodes reportable under Item 404(a) of Regulation S-K. Mr. Rhodes does not have a family relationship with any of the Company’s directors or executive officers.
A copy of the Company’s press release regarding this appointment and replacement is furnished herewith and attached hereto as Exhibit 99.1.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
| 10.1 | Employment Agreement between the Company and Michael Rhodes, dated January 29, 2024. | |
| 99.1 | Press release of the Company, dated February 5, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURE
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.
| AFRICAN AGRICULTURE HOLDINGS INC. | |||
| Dated: February 5, 2024 | By: | /s/ Harry Green | |
| Name: | Harry Green | ||
| Title: | Chief Financial Officer | ||
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Exhibit 10.1
Execution copy
EMPLOYMENT AGREEMENT
This Employment Agreement (this “Agreement”) is made and entered into effective as of January 29, 2024, by and between Michael Rhodes (“you”) and African Agriculture Holdings, Inc. (the “Company”). Your employment will be subject to the terms and conditions set forth herein.
1. Employment as Chief Executive Officer. Effective on or around January 29, 2024 (the “Effective Date”), you will begin your employment with the Company as Chief Executive Officer, reporting directly to the Company’s Board of Directors (the “Board”). You agree to perform such duties and services as the Board may, from time to time, reasonably assign to you consistent with your position. You agree that you will serve the Company faithfully, diligently and to the best of your ability, that you will devote all your business time, energy and skills exclusively to the business and affairs of the Company, and that you will not participate in any activity detrimental to the best interests of the Company. Notwithstanding the foregoing, you may participate in any charitable, civic or community activities, so long as such activities do not interfere with the performance of your services hereunder and are approved in accordance with the Company’s normal procedures, but you may not participate in any other business activity, or serve on any corporate or industry boards, without the prior written consent of the Board. You will work remotely from your home (or other locations) in Las Vegas, NV, but you will travel to other locations (including but not limited to Senegal) as necessary to fulfill your employment obligations under this Agreement.
2. Compensation. As full compensation for all services provided and duties performed, you will receive the following:
(a) Base Salary. You will receive an annual base salary of $240,000 (“Base Salary”), payable by the Company in accordance with its normal payroll practices.
(b) Annual Incentive Bonus. You will be eligible to receive an annual incentive bonus (each, an “Annual Bonus”), the amount and terms and conditions of which will be determined by the Board in its sole and absolute discretion.
(c) Restricted Stock Unit Award. Promptly following the Effective Date, you will be awarded 1,500,000 Restricted Stock Units pursuant to an Award Agreement that will outline certain time and performance conditions that must be satisfied in order for the Restricted Stock Units to vest (e.g., raising capital, planting hectares, securing pelletizing capacity, and operationalization of evaporators at the Senegal farm).
(d) Employee Benefits. You will be eligible to participate in all employee benefit plans generally available to similarly situated officers of the Company, and will be entitled to have properly incurred business expenses either paid directly by the Company or reimbursed, subject to and in accordance with applicable Company policy.
(e) Relocation and Housing. In connection with your commitment to travel to Senegal regularly as part of your duties and responsibilities hereunder, the Company will pay to you (i) a one-time payment of $20,000, which will be paid to you within 10 business days following the Effective Date; (ii) a monthly housing allowance of $5,000, which will be paid to you along with your Base Salary in accordance with the Company’s normal payroll practices; and (iii) two round trip business class tickets for you and two round trip business class tickets for your wife, Julie Rhodes, per year, from Utah or Nevada to Senegal.
3. Termination. Your employment with the Company is “at-will” and may be terminated hereunder by you, by the Company, or by the Board at any time and for any reason. Upon termination of your employment, you will be entitled to receive (a) any accrued but unpaid Base Salary, which will be paid in accordance with the Company’s regular payroll procedures; (b) reimbursement for properly incurred and unreimbursed business expenses, which will be subject to and paid in accordance with the Company’s expense reimbursement policy; and (c) such employee benefits, if any, to which you may be entitled under the Company’s employee benefit plans.
4. Confidentiality. You acknowledge that you now have and will have access to and become acquainted with proprietary and confidential information, which may include trade secrets, regarding the Company and its customers (“Confidential Information”) that constitutes a valuable asset of the Company and that is not available to the public. Confidential Information includes, but is not limited to, means any and all information or data, including, without limitation, trade secrets, know-how, theories, technical, operating, marketing, financial or other business information, plans, business and strategies, source codes, software programs, computer systems, algorithms, formulae, concepts, creations, costs, plans, materials, enhancements, research, specifications, works of authorship, techniques, documentation, models and systems, sales and pricing techniques, designs, inventions, discoveries, products, improvements, modifications, methodology, processes, concepts, records, files, memoranda, reports, plans, proposals, price lists, product development, project procedures, client, supplier and employee lists and data and other personally identifiable information, disclosed by or on behalf of the Company in connection herewith that is confidential, proprietary or otherwise not publicly available, whether prepared or furnished by or on behalf of the Company, and irrespective of the form or manner of communication (whether written, verbal, electronic or otherwise), and regardless of whether such information is specifically marked as confidential or proprietary, and irrespective of whether such information is furnished before, on or after the Effective Date. The term “Confidential Information” will be deemed to include any and all notes, analyses, compilations, copies, reports, summaries, studies, communications, memoranda, forecasts, financials, evaluations, interpretations or other documents, materials or records, in any form or medium, prepared by you or on your behalf or that contain, reflect or are derived from or based upon, in whole or in part, any information furnished to you. Confidential Information will not include information that becomes part of the public domain through no breach of your obligations to the Company or any misconduct of a third party.
5. Permitted Conduct. Nothing in this Agreement will prohibit or restrict you from lawfully (a) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) regarding a possible violation of any law; (b) responding to any inquiry or legal process directed to you individually (and not directed to the Company) from any such Governmental Authorities; (c) testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; or (d) making any other disclosures that are protected under the whistleblower provisions of any applicable law.
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6. General Provisions.
(a) Entire Agreement. This Agreement constitutes the entire agreement between the Company and you with respect to the subject matter hereof, and supersedes all undertakings and agreements, whether oral or in writing, previously entered into by the Company and you with respect thereto. All prior correspondence and proposals (including, but not limited to, summaries of proposed terms) and all prior engagement letters, promises, representations, understandings, arrangements and agreements relating to such subject matter are merged herein and superseded hereby.
(b) Taxes. All amounts paid to you hereunder will be subject to withholding for all applicable U.S. federal, state, local or foreign income, social security, unemployment or other taxes.
(c) Severability. If any one or more of the provisions of this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein will not be affected thereby.
(d) Governing Law. This Agreement shall be governed in all respects, including as to interpretation, substantive effect and enforceability, by the internal laws of the State of New York, without regard to conflicts of laws provisions thereof that would require application to the laws of another jurisdiction other than those that mandatorily apply.
(e) Notices. All notices, requests, claims, demands, and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or other written electronic transmission or registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 6(e)): (i) if to the Company or the Board, to African Agriculture Inc., 445 Park Avenue, 9th Floor, New York, NY 10022, Attn: Board of Directors, or (ii) if to you, at 11780 Lily Rubin Avenue, Las Vegas, NV, 89138, with a copy to mike@rhodeslane.net.
(f) Amendment; Waivers. No amendment, modification, supplement or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, supplement, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by either party hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by either party on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right, powers or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights, power or privileges hereunder. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that either party may otherwise have at law or in equity or otherwise.
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(g) Section 409A.
(i) General. The parties intend that any amounts payable or benefits provided hereunder comply with or are exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). For purposes of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment. With respect to the timing of any payments made pursuant to this Agreement, in any case where the first and last days of a time period during which a payment is due to Advisor are in two separate taxable years, any such payment required to be made to you that is treated as deferred compensation for purposes of Section 409A shall be made in the later taxable year. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. For purposes of Section 409A, each of the payments or benefits that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. The Company and you hereby agree to negotiate in good faith to make amendments to this Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A.
(ii) Six-Month Delay in Certain Circumstances. Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable under this Agreement by reason of your separation from service during a period in which he is a “specified employee” (as defined in Section 409A), then (x) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following your separation from service will be accumulated through and paid or provided, without interest, on the first day of the seventh month following your separation from service (or, if you die during such period, within 30 days after death) (in either case, the “Required Delay Period”); and (y) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period.
(h) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The parties hereto agree to accept a signed facsimile copy or “PDF” of this Agreement as a fully binding original.
(i) Headings. The section and other headings contained in this Agreement are for the convenience of the parties only and are not intended to be a part hereof or to affect the meaning or interpretation hereof.
-- Signature Page Follows –
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.
| AFRICAN AGRICULTURE HOLDINGS, INC. | ||
| By: | /s/ Harry Green | |
| Name: | Harry Green | |
| Title: | Chief Financial Officer | |
| /s/ Michael Rhodes | |
| MICHAEL RHODES |
Exhibit 99.1
FOR IMMEDIATE RELEASE
African Agriculture Holdings Announces Michael Rhodes as Chief Executive Officer
| ● | Rhodes brings highly relevant farming and on-the-ground Africa operating experience including hands-on management of over 16,000 hectares of productive farmland across 8 East and West African Nations |
| ● | Rhodes has raised over $1.5B in financing from public and private sector investors for development projects globally |
| ● | Rhodes succeeds Alan Kessler, who will continue as Chairman and Chief Strategy Officer |
New York City – February 5, 2024 – African Agriculture Holdings Inc (Nasdaq: AAGR) announced the hiring of Mr. Michael Rhodes as the company’s Chief Executive Officer. Rhodes brings decades of operating experience in large-scale agriculture across Africa, including hands-on management of over 16,000 hectares of productive farmland across more than eight East and West African nations.
Rhodes has been involved in commercial-scale farming of alfalfa and other forage crops for animal feed for over 40 years, beginning on his family’s alfalfa farm in Utah and brings experience implementing international best-practice standards for the growing of alfalfa and other animal feeds to farmers and ranchers across West Africa. Rhodes has also been principally involved in raising over $1.5B in financing for development projects globally from public and private sector sources.
Rhodes succeeds Mr. Alan Kessler as Chief Executive Officer, who successfully grew and transitioned African Agriculture from a private company through its NASDAQ listing. Kessler will continue in his role as Chairman of the African Agriculture board and continue in the operational role of Chief Strategy Officer.
“Mike brings a veritable lifetime of successful agricultural experience and leadership to African Agriculture’s core mission of becoming the premier and sustainable supplier of quality animal feeds and related agricultural products across the West African region and beyond,” noted Kessler. “I look forward to working with Mike to help build this much-needed activity as a regional and global leader.”
“We expect the addition of Mike to African Agriculture’s management team will greatly strengthen and extend the commercial relationships of the Company and increase our reach with institutional investors from around the world seeking to participate in the growth opportunities prevailing across the West African region,” said African Agriculture Director, Russell Read, who previously led the investment teams at the California Public Employee’s Retirement System (CalPERS), the nation’s largest investment fund; the Alaska Permanent Fund Corporation, the United States’ largest sovereign wealth fund; and the Gulf Investment Corporation, which is the development investor for Saudi Arabia, Bahrain, Kuwait, Oman, Qatar and the United Arab Emirates.
Ambassador (Ret.) Bisa Williams (former Deputy Assistant Secretary in the Bureau of African Affairs at the US Department of State and current African Agriculture Director), further noted, “African Agriculture is well positioned to make a meaningful, long-term impact on human health and development across the West African region and beyond. I am delighted to welcome Mike to help bolster the Company’s capabilities and realize the full potential of African Agriculture’s worthy mission.”
Rhodes added, “I am honored and enthusiastic about this great opportunity. I intend to bring international agricultural best practices to African Agriculture. I believe in the people of Africa and, through the Company’s continuing collaboration with local communities, we can create a legacy of positive transformation. As the African proverb says: If you want to go fast, go alone. If you want to go far, go together.”
ABOUT AFRICAN AGRICULTURE HOLDINGS INC
African Agriculture is a pioneering company dedicated to securing food and protein for the coming century. Born out of a global necessity, it focuses on harnessing Africa’s vast agricultural potential. With 60% of the world’s remaining arable land, Africa stands as a powerhouse of untapped resources, offering abundant sunshine, plentiful rain, and fertile soil. African Agriculture’s mission is to optimize yields and harvests, creating sustainable job opportunities for local communities while delivering significant value to its shareholders. To learn more about African Agriculture Holdings, Inc., visit: https://africanagriculture.com/.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the federal securities laws, which involve substantial risks and uncertainties. Forward-looking statements contained in this press release include, but are not limited to, statements about the development and impact of our operations in West Africa and globally, and potential fundraising activities. You should not rely upon forward-looking statements as predictions of future events, the outcome of which are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to differ materially from those described in the forward-looking statements, including those more fully described in our most recent filings with the Securities and Exchange Commission.
Forward-looking statements represent our beliefs and assumptions only as of the date such statements are made and we undertake no obligation to update any forward-looking statements, except as required by law.
Media Contact:
Brigit Hennaman
Rubenstein Public Relations
Email: bhennaman@rubensteinpr.com
Company Contact:
Maxine Gordon, Executive Director
African Agriculture Inc.
Email: mg@africanagriculture.com
Investor Contact:
David Waldman/Ted Ayvas
Crescendo Communications, LLC
Tel: (212) 671-1020
Email: AAGR@Crescendo-IR.com