UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN
PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2020
Commission File Number 001-39164
| Indonesia Energy Corporation Limited | ||
| (Translation of registrant's name into English) |
|
Dea Tower I, 11th Floor, Suite 1103 Jl. Mega Kuningan Barat Kav. E4.3 No.1-2 Jakarta, Indonesia 12950 |
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| (Address of principal executive offices) |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨.
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨.
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's “home country”), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Amendments to Executive Employment Agreements
1. Attached to this Form 6-K as Exhibit 10.1 is a copy of the first amendment to the employment agreement (the “Ingriselli Amendment”) between Indonesia Energy Corporation Limited (the “Company”) and Frank Ingriselli, the Company’s President. The date of the Ingriselli Amendment is January 23, 2020. The Ingriselli Amendment was approved by the independent Compensation Committee of the Company’s Board of Directors. The Ingriselli Amendment amends the original employment agreement between the Company and Mr. Ingriselli, dated as of February 1, 2019 (the “Ingriselli Employment Agreement”) by (a) extending the term of Mr. Ingriselli’s employment as the President of the Company for a two year term commencing on February 1, 2020 and terminating on January 31, 2022, unless terminated earlier pursuant to the Ingriselli Employment Agreement; (b) establishing Mr. Ingriselli’s base salary at $150,000 per year; (c) providing a $75,000 cash bonus for services rendered during the year ended December 31, 2019; and (d) granting an equity incentive award for Mr. Ingriselli’s continued service as President of the Company, which award is equal to 35,000 ordinary shares of the Company to be vested as follows: 20,000 vesting on August 1, 2020 and 15,000 vesting on January 31, 2021, with a lock-up period of 180 (one hundred eighty) days from the vesting date.
The foregoing description of the Ingriselli Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Ingriselli Amendment, attached hereto as Exhibit 10.1 and is incorporated herein by reference.
2. Attached to this Form 6-K as Exhibit 10.2 is a copy of the first amendment to the employment agreement (the “Overholtzer Amendment”) between the Company and Gregory Overholtzer, the Company’s Chief Financial Officer. The date of the Overholtzer Amendment is January 29, 2020. The Overholtzer Amendment was approved by the independent Compensation Committee of the Company’s Board of Directors. The Overholtzer Amendment amends the original employment agreement between the Company and Mr. Overholtzer, dated as of February 1, 2019 (the “Overholtzer Employment Agreement”) by (a) extending the term of Mr. Overholtzer’s employment as the Chief Financial Officer of the Company for a two year term commencing on February 1, 2020 and terminating on January 31, 2022, unless terminated earlier pursuant to the Overholtzer Employment Agreement; and (b) establishing Mr. Overholtzer’s base salary at $80,000 per year.
The foregoing description of the Overholtzer Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Overholtzer Amendment, attached hereto as Exhibit 10.2 and is incorporated herein by reference.
| Exhibit No. | Description | |
| 10.1 | First Amendment to Employment Agreement, dated January 23. 2020, between the Company and Frank Ingriselli | |
| 10.2 | First Amendment to Employment Agreement, dated January 29. 2020, between the Company and Gregory Overholtzer |
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, thereunto duly authorized.
| INDONESIA ENERGY CORPORATION LIMITED | |||
| (registrant) | |||
| Dated: January 29, 2020 | By: | /s/ Frank C. Ingriselli | |
| Name: Frank C. Ingriselli | |||
| Title: President | |||
EXHIBIT INDEX
|
Exhibit
Number |
Description | |
| 10.1 | First Amendment to Employment Agreement, dated January 23. 2020, between the Company and Frank Ingriselli | |
| 10.2 | First Amendment to Employment Agreement, dated January 29. 2020, between the Company and Gregory Overholtzer |
Exhibit 10.1
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into as of January 23, 2020 (the “Execution Date”) by and between Indonesia Energy Corporation Limited, a Cayman Islands exempted company (the “Company”) and Frank Ingriselli, an individual (the “Executive”).
WHEREAS, the Company and the Executive entered into that certain Employment Agreement that became effective as of February 1, 2019 (the “Agreement”); and
WHEREAS, the Company and the Executive wish to amend the Agreement on the terms set forth herein.
NOW THEREFORE, in consideration of the mutual premises, covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt, and legal adequacy of which is hereby acknowledged, the Company and the Executive, intending to be legally bound, hereby agree to amend the Agreement as follows:
1. Capitalized Terms. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
2. Amendment to Section 2. Effective February 1, 2020, the Company and the Executive hereby completely amend and restate Section 2 of the Agreement and replace such Section in its entirety with the following: “The term of the Employment shall be two (2) years commencing on February 1, 2020 and shall terminate on January 31, 2022, unless terminated earlier pursuant to the terms of this Agreement. The Employment will not be subject to renewal without the prior written agreement of the Company and the Executive.”
3. Base Salary Acknowledgement. The Company acknowledges and agrees that due to the consummation of the Company’s initial public offering in the United States, the Executive’s pre-tax annual base salary is US$150,000.
4. 2019 Cash Bonus. Pursuant to Section 6(b) of the Agreement, for services rendered during the year ended December 31, 2019, the Company shall pay Executive a cash bonus of US$75,000 within ten (10) days of the Execution Date.
5. Equity Incentive. The Company agrees that the equity incentive for signing and continuing as President under this extension, shall be the granting of a stock award of 35,000 shares of the Company to be vested as follows: 20,000 vesting on August 1, 2020 and 15,000 vesting on January 31, 2021, with a lock-up period of 180 (one hundred eighty) days from the vesting date.
6. No Other Amendments. Nothing in this Amendment is intended to amend any language of the Agreement other than as specifically set forth above, and the remainder of the Agreement shall be unmodified and in full force and effect.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, each of the Company and the Executive has executed this First Amendment to Employment Agreement as of the date first above written.
| Indonesia Energy Corporation Limited | |||
| By: | /s/ James J. Huang | ||
| James J. Huang | |||
| Chief Investment Officer | |||
| /s/ Frank Ingriselli | |||
| Frank Ingriselli | |||
Exhibit 10.2
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into as of January 29, 2020 (the “Execution Date”) by and between Indonesia Energy Corporation Limited, a Cayman Islands exempted company (the “Company”) and Gregory Overholtzer, an individual (the “Executive”).
WHEREAS, the Company and the Executive entered into that certain Employment Agreement that became effective as of February 1, 2019 (the “Agreement”); and
WHEREAS, the Company and the Executive wish to amend the Agreement on the terms set forth herein.
NOW THEREFORE, in consideration of the mutual premises, covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt, and legal adequacy of which is hereby acknowledged, the Company and the Executive, intending to be legally bound, hereby agree to amend the Agreement as follows:
1. Capitalized Terms. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
2. Amendment to Section 2. Effective February 1, 2020, the Company and the Executive hereby completely amend and restate Section 2 of the Agreement and replace such Section in its entirety with the following: “The term of the Employment shall be two (2) years commencing on February 1, 2020 and shall terminate on January 31, 2022, unless terminated earlier pursuant to the terms of this Agreement. The Employment will not be subject to renewal without the prior written agreement of the Company and the Executive.”
3. Base Salary Acknowledgement. The Company acknowledges and agrees that due to the consummation of the Company’s initial public offering in the United States, the Executive’s pre-tax annual base salary is US$80,000.
4. No Other Amendments. Nothing in this Amendment is intended to amend any language of the Agreement other than as specifically set forth above, and the remainder of the Agreement shall be unmodified and in full force and effect.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, each of the Company and the Executive has executed this First Amendment to Employment Agreement as of the date first above written.
| Indonesia Energy Corporation Limited | |||
| By: | /s/ James J. Huang | ||
| James J. Huang | |||
| Chief Investment Officer | |||
| /s/ Gregory Overholtzer | |||
| Gregory Overholtzer | |||