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): February 21, 2018
SIGMA LABS, INC.
(Exact Name of Registrant as Specified in Charter)
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Nevada |
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001-38015 |
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27-1865814 |
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(State or Other Jurisdiction of Incorporation |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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3900 Paseo del Sol, Santa Fe, New Mexico 87507 |
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(Address of Principal Executive Offices) (Zip Code) |
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(Former Name or Former Address, if Changed Since Last Report) |
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Registrant’s telephone number, including area code: (505) 438-2576 |
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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:
[ ] 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))
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. [ ]
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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.
As previously disclosed, on September 18, 2017, Sigma Labs, Inc. (“we,” “our,” “us” or the “Company”) and Ronald Fisher, the Company’s Vice President of Business Development, entered into Amendment No. 1 to Mr. Fisher’s Employment Offer Letter Agreement, effective August 10, 2015, pursuant to which, effective as of February 11, 2017, item 2, entitled “Performance Bonuses,” of Exhibit A of Mr. Fisher’s Employment Offer Letter Agreement was deleted in its entirety and replaced with the new item 2 that was set forth in the amendment to Employment Offer Letter Agreement. Such amendment provided that Mr. Fisher would become entitled to receive performance-based stock and cash bonuses if certain milestones were satisfied by February 11, 2018, so long as Mr. Fisher remained an employee of the Company as of the date the applicable milestone was satisfied. On February 21, 2018, the Company and Mr. Fisher entered into Amendment No. 2 to Mr. Fisher’s Employment Offer Letter Agreement, pursuant to which the February 11, 2018 date referred to in the immediately preceding sentence was extended to December 31, 2018. No other changes to Mr. Fisher’s Employment Offer Letter Agreement were made pursuant to this amendment.
Amendment No. 2 to Employment Offer Letter Agreement is filed hereto as Exhibit 10.1 and is incorporated into this Item 5.02 by reference. The foregoing description of Amendment No. 2 to Employment Offer Letter Agreement is qualified in its entirety by reference to the full text of Amendment No. 2 to Employment Offer Letter Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
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Description |
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Amendment No. 2, dated February 21, 2018, to Employment Offer Letter Agreement between the Company and Ronald Fisher. |
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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.
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February 27, 2018 |
SIGMA LABS, INC. |
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By: /s/ John Rice |
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Name: John Rice |
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Title: Interim Chief Executive Officer |
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AMENDMENT NO. 2 TO EMPLOYMENT OFFER LETTER AGREEMENT
This Amendment No. 2 to Employment Offer Letter Agreement (this “ Amendment ”) is made as of February 21, 2018, by and between Sigma Labs, Inc., a Nevada corporation (the “ Company ”), and Ron Fisher (the “ Employee ”), with reference to the following facts:
WHEREAS, the Company and the Employee are parties to an employment offer letter agreement, effective August 10, 2015, as amended by Amendment No. 1 thereto (as so amended, the “ Employment Letter ”); and
WHEREAS, the Company and the Employee wish to amend the Employment Letter as provided in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and other consideration, the receipt and sufficiency of which hereby are acknowledged, the Company and the Employee hereby agree as follows:
1. Item 2, entitled "Performance Bonuses," of Exhibit A of the Employment Letter is hereby amended to replace the "February 11, 2018" reference therein with "December 31, 2018."
2. Except as expressly amended by this Amendment, all of the terms of the Employment Letter shall remain in full force and effect.
IN WITNESS WHEREOF, the Company and the Employee have executed this Amendment as of the date first set forth above.
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SIGMA LABS, INC.
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RON FISHER
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By: /s/ John Rice John Rice Interim Chief Executive Officer |
/s/ Ron Fisher
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