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): March 1. 2021
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Simlatus
Corporation
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(Exact
name of registrant as specified in its charter)
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Nevada
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000-53276
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20-2675800
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(State
or other jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
incorporation)
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Identification
Number)
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175
Joerschke Dr., Ste. A, Grass Valley, CA 95945
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(Address
of principal executive offices)
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(530)
205-3437
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(Registrant’s
telephone number, including area code)
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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:
o Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company o
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. o
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Bennett
Buchanan
Effective
March 1, 2021, Bennett Buchanan and Simlatus Corporation (the “Company”) entered into an Employment Agreement pursuant
to which Mr. Buchanan is employed as a Director of the Company.
Bennett
Buchanan is 36 years old and the co-founder and brewer for the award-winning Old Bus Tavern brewpub in San Francisco. He has also
honed his skills brewing on a production scale for the Fort Point Beer Company. Bennett holds a Bachelor of Science in Civil Engineering
and a Masters of Engineering Management from Cornell University.
Pursuant
to the Employment Agreement, Mr. Buchanan will be employed on at-will basis and receive an annual salary of $100,000 payable in
monthly installments, with unpaid amounts accruing interest at the rate of 6% per annum. Unpaid salary may be converted by Mr.
Buchanan into shares of Series A Preferred Stock of the Company. Mr. Buchanan will also be issued 13,966 shares of Series A Preferred
Stock pursuant to the Employment Agreement.
The
foregoing description of the Employment Agreement between the Company and Mr. Buchanan is qualified in its entirety by reference
to the actual terms of the Employment Agreement, which has been filed as Exhibit 10.1 to this Current Report on Form 8-K, and
which is incorporated herein by reference.
Mr.
Buchanan also entered into a Director’s Agreement with the Company pursuant to which he will be issued 13,966 shares of
Series A Preferred Stock for serving as a Director of the Company during 2021, and be paid $250 for participating in each meeting
of the Company’s Board of Directors. The foregoing description of the Director’s Agreement is qualified in its entirety
by reference to the actual terms of the Director’s Agreement, which has been filed as Exhibit 10.2 to this Current Report
on Form 8-K, and which is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities and 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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Simlatus
Corporation
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Date: March 4, 2021
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By:
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/s/
Richard Hylen
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Richard
Hylen, Chairman of the Board
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EXHIBIT 10.1
EMPLOYMENT
AGREEMENT
This
Agreement is dated March 1, 2021 by and between Bennett Buchanan, further referred to as the (“Employee”) and Simlatus
Corporation, further referred to as the (“Company”).
RECITALS
Whereas,
the company desires to enter into an employment agreement with the employee to appoint the employee as the Director of the Company.
Whereas,
both parties have reviewed this agreement and any documents delivered pursuant hereto, and have taken such additional steps and
reviewed such additional documents and information as deemed necessary to make an informed decision to enter into this Agreement,
and
Whereas,
both parties desire to make certain representations, warranties and agreements in connection herewith under the following terms
and conditions;
AGREEMENT
Therefore,
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
Job
Description: The employee will be appointed as the Director and Member of the Board of Directors (the “Director”).
The employee is responsible for developing and maintaining the craft-beer brewery and new business of the company.
Term:
The term of this agreement is for a period of five years and renewable with mutual consent. Either party can terminate this agreement
with a written 90-day notice, without cause and without penalty.
Compensation:
Salary: the Employee will receive an annual salary of $100,000 to be paid in equal monthly installments. Amounts unpaid will accrue
annual interest of 6% and may be converted to Preferred Series A stock of the company in value of $1.79 per share and under the
conversion guidelines of the Certificate of designation for Preferred Series A stock.
Stock:
the company will issue to the employee $25,000 of Preferred Series A shares.
Confidentiality:
The provisions of this Agreement are confidential and private and are not to be disclosed to outside parties (except on a reasonable
need to know basis only) without the express, advance consent of all parties hereto or by order of a court of competent jurisdiction.
The
employee agrees and acknowledges that during the course of this agreement in the performance of his duties and responsibilities
that he will come into possession or knowledge of information of a confidential nature and/or proprietary information of company.
Such
confidential and/or proprietary information includes but is not limited to the following of company, its agents, contractors,
employees and all affiliates: corporate and/or financial information and records of company or any client, customer or associate
of company; information regarding artists or others under contract, or in contact with, company; customer information; client
information; shareholder information; business contacts, investor leads and contacts; employee information; documents regarding
company website and any company product, including intellectual property.
The
employee represents and warrants to the company that he will not divulge confidential, proprietary information of company to anyone
or anything without the advance, express consent of company, and further will not use any proprietary information of company for
his or anyone else’s gain or advantage during and after the term of this agreement.
Further
Representations and Warranties: The employee acknowledges that this is an employment position and represents that he will
perform his duties and functions herein in a timely, competent and professional manner. The employee represents and warrants that
he will be fair in his dealing with company and will not knowingly do anything against the interests of company and its shareholders.
Survival
of Warranties and Representations: The parties hereto agree that all warranties and representations of the parties survive
the closing of this transaction.
Termination:
This agreement is expressly “at will.” It can be terminated by the company, without cause, after reasonable notice
and opportunity to correct any alleged deficiencies. The employee may request a hearing of the full Board of Directors to defend
himself against any attempt of the company to terminate this Agreement. Any final determination of termination must be made by
majority vote of the company Board of Directors (after such a hearing, if requested). The employee must give at least a 90-day
notice if he intends to resign.
MISCELLANEOUS
PROVISIONS
Expenses:
Each party shall bear its respective costs, fees and expenses associated with the entering into or carrying out its obligations
under this Agreement.
Indemnification:
Any party, when an offending party, agrees to indemnify and hold harmless the other non-offending parties from any claim of damage
of any party or non-party arising out of any act or omission of the offending party arising from this Agreement.
Notices:
All notices required or permitted hereunder shall be in writing and shall be deemed given and received when delivered in person
or sent by confirmed facsimile, or ten (10) business days after being deposited in the United States mail, postage prepaid, return
receipt requested, addressed to the applicable party as the address as follows:
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Company:
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Simlatus Corporation
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175 Joerschke Drive, Suite A
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Grass Valley CA 95945
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Employee:
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Bennett Buchanan
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175 Joerschke Drive, Suite A
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Grass Valley CA 95945
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Breach:
In the event of a breach of this Agreement, ten (10) days written notice (from the date of receipt of the notice) shall be given.
Upon notice so given, if the breach is not so corrected, the non-breaching party may take appropriate legal action per the terms
of this Agreement.
Assignment:
This Agreement is assignable only with the written permission of the company.
Amendment:
This Agreement is the full and complete, integrated agreement of the parties, merging and superseding all previous written and/or
oral agreements and representations between and among the parties, and is amendable in writing upon the agreement of all concerned
parties. All attachments hereto, if any, are deemed to be a part hereof.
Interpretation:
This Agreement shall be interpreted as if jointly drafted by the parties. It shall be governed by the laws of the State of
California applicable to contracts made to be performed entirely therein.
Arbitration:
If the parties cannot settle a dispute between them in a timely fashion, either party may file for arbitration within Nevada County,
California. Arbitration shall be governed by the rules of the American Arbitration Association. The arbitrator(s) may award reasonable
attorney fees and costs to the prevailing party. Either party may apply for injunctive relief or enforcement of an arbitration
decision in a court of competent jurisdiction within Nevada County, California.
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 agreement. Facsimile signatures shall be considered as valid and binding as original signatures.
IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first written above.
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Richard Hylen, Chairman
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Bennett Buchanan, Director
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EXHIBIT 10.2
DIRECTOR’S
AGREEMENT
The
undersigned Director, Bennett Buchanan, (“the undersigned”), appointed by the Board of Directors of Simlatus
Corporation agrees to serve on the above company’s Board of Directors from March 1, 2021 through 12/31/2021 to the date
of the Shareholders’ Annual Meeting.
In
exchange for serving in this capacity, the undersigned is hereby granted $25,000 of Preferred Series A shares of the company at
a price of $1.79 per share for a total of 13,966 shares and pursuant with the Certificate of Designation for conversion rights
of said shares. These shares are restricted and cannot be sold or otherwise transferred by the undersigned except as provided
by law, and in no event, prior to the maturity date of six (6) months.
The
undersigned agrees to remain a Director of the company for the time period above. If he or she does not serve as a Director for
the first six (6) months from the time period above (unless due to an Act of God or his/her long-term incapacitation), then the
undersigned agrees to return all of the shares listed above to the Company immediately upon his/her resignation or dismissal from
the Board. The Company will not dismiss the undersigned without cause, and with notice and an opportunity for the undersigned
to be heard by the Board first.
The
undersigned is entitled to $250.00 for attending each Directors meeting and as arranged for any tele-conference or video meeting,
meeting-without-notice proceeding, or other official meeting or action of the Board (such as the consideration and passage of
a Board Resolution) for which he signs a Waiver of Notice and Consent.
The
undersigned pledges his best efforts and promises to conduct himself in a professional manner in carrying out the duties as a
Director of the company. The undersigned promises not to divulge to others and will not use confidential or proprietary information
of SIML for his/her or anyone else’s gain (during or after the time in which the undersigned is a company Director). Unless
as otherwise approved in advance by the SIML Board of Directors, the undersigned promises that he or she will not serve as a director,
officer, employee, agent or consultant to any competing business enterprise of SIML’s during the time in which he or she
is a Director of the company.
It
is understood that the company does not have errors and omissions insurance for management as of the date of this Agreement, and
that the Director is responsible to obtain said insurance.
The
company will pay the reasonable expenses of the undersigned in carrying out his duties as a Director; however, any expenses in
excess of $25.00 must be approved in advance by company. Except to the extent not allowed by Nevada law, the company hereby holds
the undersigned harmless from liability to the company, its shareholders and any third parties for acts and omissions while a
Director of the company and further agrees to indemnify and defend the undersigned in the event of any action taken by the company,
its shareholders or third parties against the undersigned in his or her position as Director of the company.
Any
disputes arising from this Agreement not resolved by the parties in a good faith, timely manner shall be arbitrated within Nevada
County, California under the rules and procedures of the American Arbitration Association. Attorney fees and costs are to be awarded
to the prevailing party.
IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first written above.
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Richard Hylen, Chairman
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Jef Lewis, CEO and Director
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Samuel Berry, Director and COO
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