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): June 29, 2022
STANDARD PREMIUM FINANCE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Florida | 000-56243 | 81-2624094 |
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
13590 SW 134th Avenue, Suite 214, Miami, FL 33186
(Address of Principal Executive Office) (Zip Code)
305-232-2752
(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:
☐ 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
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 checkmark 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2022 Standard Premium Finance Holdings, Inc., a Florida corporation (the “Company”) entered into employment contracts with its Chief Executive Officer, William Koppelmann, and its Chief Financial Officer, Brian Krogol. A brief description of the terms of these contracts are in the Employment Contracts Term Sheet attached hereto as Exhibit 10.1. The employment contract with William Koppelmann is attached as Exhibit 10.2. The employment contract with Brian Krogol is attached as Exhibit 10.3.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Employment Contracts Term Sheet | |
| 10.2 | William Koppelmann Employment Contract | |
| 10.3 | Brian Krogol Employment Contract | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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.
| STANDARD PREMIUM FINANCE HOLDINGS, INC. | ||
| Dated: July 6, 2022 | By: | /s/ William J. Koppelmann |
| William J. Koppelmann Chairman and Chief Executive Officer | ||
Exhibit Index
| Exhibit No. | Description | |
| 10.1 | Employment Contracts Term Sheet | |
| 10.2 | William Koppelmann Employment Contract | |
| 10.3 | Brian Krogol Employment Contract | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
EXHIBIT 10.1
Employment Contracts Term Sheet
The material terms of the employment contract with William Koppelmann are as follows:
| · | Duties: Serve as President, Chief Executive Officer, and Chairman of the Board of Directors |
| · | Term of contract: Five (5) Years |
| · | Salary: $250,000 for the twelve months period of July 1, 2022 through June 30, 2023 with annual increases of $25,000 for the four years thereafter |
| · | Cash Bonus: $25,000 payable annually on June 30 |
| · | Equity Signing Bonus: 10,000 options for the purchase of Common Stock |
| · | Performance Bonus: Additional options can be earned based on the following performance for fiscal
year 2022: |
| Performance Target – Consolidated Total Revenue as reported in the 2022 Form 10-K |
Number of Additional Stock Options |
| $10,000,000 or above | 25,000 |
| $9,000,000 - $9,999,999 | 22,500 |
| $8,000,000 - $8,999,999 | 20,000 |
| $7,000,000 - $7,999,999 | 10,000 |
The material terms of the employment contract with Brian Krogol are as follows:
| · | Duties: Serve as Chief Financial Officer |
| · | Term of contract: Five (5) Years |
| · | Salary: $175,000 for the twelve months period of July 1, 2022 through June 30, 2023 with annual increases of $25,000 for the four years thereafter |
| · | Cash Bonus: $25,000 payable annually on June 30 |
| · | Equity Signing Bonus: 10,000 options for the purchase of Common Stock |
| · | Performance Bonus: Additional options can be earned based on the following performance for fiscal
year 2022: |
| Performance Target – Consolidated Total Revenue as reported in the 2022 Form 10-K |
Number of Additional Stock Options |
| $10,000,000 or above | 25,000 |
| $9,000,000 - $9,999,999 | 22,500 |
| $8,000,000 - $8,999,999 | 20,000 |
| $7,000,000 - $7,999,999 | 10,000 |
EXHIBIT 10.2
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT is made effective June 29, 2022, by and between William Koppelmann, hereafter referred to as “Employee,” and Standard Premium Finance Holdings, Inc. a Florida corporation, hereafter referred to as “SPF” and “the Company.”
WHEREAS, this agreement is made to memorialize the terms and conditions as previously discussed.
NOW THEREFORE, the parties agree as follows:
1. Duties: Employee shall serve as President and Chief Executive Officer and Chairman of the Board of Directors.
2. Compensation:
| a. | Salary. Employee shall be paid a base salary on the following schedule: |
| Time Period | Annual Salary (paid bi-weekly) |
| July 1, 2022 – June 30, 2023 | $275,000 |
| July 1, 2023 – June 30, 2024 | $300,000 |
| July 1, 2024 – June 30, 2025 | $325,000 |
| July 1, 2025 – June 30, 2026 | $350,000 |
| July 1, 2026 – June 30, 2027 | $375,000 |
| b. | Cash Bonus. Employee will be entitled to a $25,000 cash bonus payable annually on June 30. Employee may participate in any and all bonus and benefit programs that the Company establishes and makes available to its employees from time to time, provided you are eligible under (and subject to all provisions of) the plan documents governing those programs. |
| c. | Equity Bonus. In conjunction with the execution of this agreement, Employee will be offered an Employee Incentive Stock Option Award Agreement for ten thousand (10,000) shares of the Company’s common stock. |
| d. | Performance Bonus. Employee will be entitled to additional equity compensation in connection with certain performance targets set annually by the Compensation Committee of the Board of Directors. In conjunction with the execution of this agreement, Performance Bonuses for the Fiscal Year ended December 31, 2022, are as follows: |
| Performance Target – Consolidated Total Revenue as reported in the 2022 Form 10-K |
Number of Additional Stock Options |
| $10,000,000 or above | 25,000 |
| $9,000,000 - $9,999,999 | 22,500 |
| $8,000,000 - $8,999,999 | 20,000 |
| $7,000,000 - $7,999,999 | 10,000 |
The issuance of any Performance Bonus is to be determined upon the publication of the Company’s Form 10-K as distributed through the SEC’s EDGAR system. The Performance Bonus is to be offered through an award agreement, if earned, upon release of the Company’s Form 10-K.
| 3. | Confidential or Proprietary Information: |
| a. | Confidential Information. As used herein, the term “Confidential Information” shall mean any and all information of the Company and of its parents, subsidiaries and divisions (for purposes of this paragraph, the Company’s parents, subsidiaries and divisions shall be deemed included within the meaning of the “Company”) which is (a) not generally known to other persons or entities who might obtain economic value from its disclosure or use, or (b) which gives the Company an opportunity to obtain an advantage over its competitors who do not know or use the same, including, but not limited to all data, compilations, programs, devices, strategies, or methods concerning or related to (i) the Company’s customers (which include insurance agencies or brokers who refer their client’s to the Company for insurance premium finance services and the actual borrowers from the Company), finances, financial condition, results of operations, employees, amounts of compensation paid, to officers, employees, representatives and customers and any other data or information relating to the internal affairs of the Company and its operations not publicly disclosed by the Company; (ii) the terms and conditions (including prices) of sales and offers of sales of the Company’s products and services not publicly disclosed by the Company; (iii) the terms, conditions and current status of the Company’s agreements and relationship with any customer or lender not publicly disclosed by the Company; (iv) the customer lists and the identities and business preferences of the Company’s actual and prospective customers or any employee or agent thereof with whom the Company communicates other than the names of those customers of the Company which have been publicly disclosed by the Company; (v) the Company’s operating techniques, price data, costs, methods, systems, plans, procedures, formulas, processes, hardware, software, machines, inventions, networks, designs, drawings, artwork, skills, ideas, and strategic plans possessed, developed, accumulated or acquired by the Company; (vi) any non-public communications (including electronic communications) between and among the Company, its officers, directors, stockholders, customers or employees (including the Employee); and (vii) any other information and knowledge with respect to the products or services developed or in any stage of development by the Company to the extent not ascertainable by proper means from the Company’s public statements or available products. Confidential Information shall also include information disclosed to the Corporation by others under agreements to hold the same confidential. |
| b. | Protection of Confidential Information. Employee agrees that at all times during and after his or her employment, he or she will hold in trust for the sole benefit of the Company, keep confidential, and not disclose to any third party or make any use of the Company’s Confidential Information except in the course of his or her employment with the Company. |
| 4. | Termination: |
| a. | Delivery of Documents, Data and Property on Termination of Employment. In the event of termination (voluntary or otherwise) of Employee’s employment with the Company, Employee agrees, promptly and without request, to deliver to and inform the Company of all Company property, documents, communications, all copies of software, and data pertaining to his or her employment and the Confidential Information of the Company, whether prepared by Employee or otherwise coming into his or her possession or control. |
| 5. | Additional Provisions: |
| a. | Injunctive Relief. Because Employee’s breach of this Agreement may cause the Company irreparable harm for which money is inadequate compensation, Employee agrees that the Company will be entitled to injunctive relief to enforce this Agreement, in addition to damages and other available remedies, without posting any bond or security. |
| b. | Attorneys’ Fees. If any action is necessary to enforce this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees. |
| c. | Understanding. Employee acknowledges and agrees that the protections set forth in this Agreement are a material condition to his or her employment with and compensation by the Company and are reasonable to protect the interests of the Company. |
| d. | Amendment and Binding Effect. This Agreement may not be amended except by an instrument in writing signed by both parties. This Agreement shall be binding on the heirs, executors, administrators, and other legal representatives and assigns of Employee, and is for the benefit of the Company and its successors and assigns. |
| e. | Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA, EXCLUDING THE PRINCIPLES OF CONFLICT OF LAWS THEREOF THAT WOULD CAUSE THE LAWS OF ANOTHER JURISDICTION TO APPLY. ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY QUESTION REGARDING ITS EXISTENCE, VALIDITY OR TERMINATION, WHICH CANNOT BE AMICABLY RESOLVED BY THE PARTIES, SHALL BE BROUGHT IN A FEDERAL OR STATE COURT OF COMPETENT JURISDICTION SITTING IN MIAMI-DADE COUNTY OF THE STATE OF FLORIDA AND THE PARTIES IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY SUCH COURT SOLELY FOR THE PURPOSE OF ANY SUCH SUIT, ACTION OR PROCEEDING. TO THE FULLEST EXTENT PERMITTED BY LAW, AND AS SEPARATELY BARGAINED-FOR-CONSIDERATION, EACH PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT. |
| f. | Entire Understanding. This Agreement expresses the entire understanding of the parties about the described subject matter. |
| g. | Cumulative Remedies. Each and all of the several rights and remedies provided for in this Agreement shall be cumulative. No one right or remedy shall be exclusive of the others or of any right or remedy allowed in law or in equity. No waiver or indulgence by the Company of any failure by Employee to keep or perform any promise or condition of this Agreement shall be a waiver of any preceding or succeeding breach of the same or any other promise or condition. No waiver by the Company of any right shall be construed as a waiver of any other right. The Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement. Any dispute between Company and Employee related to or arising out of Employee’s employment by the Company shall not limit or reduce the Employee’s agreements in this Agreement or limit the Company’s rights to injunctive relief hereunder. |
| h. | Severability. In the event that any of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provisions shall remain in effect and enforceable to the fullest extent permitted by law and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. |
| i. | Employment at Will. The Company and the Employee acknowledge that employment by the Company may be terminated, with or without cause, and with or without notice, at any time, at the option of the Company or the Employee. Nothing contained in this Agreement shall limit or otherwise alter the foregoing. |
| 6. | Other Items: |
| a. | The Employee and SPF will execute an Employment Application and be bound to the employment policies of all other employees, including insurance, vacation days, sick days, benefits, etc. |
IN WITNESS WHEREAS, the parties executed this EMPLOYMENT AGREEMENT on the above date.
Signed:
| /s/ William J. Koppelmann | |
| William J. Koppelmann | |
| /s/ Margaret Ruiz | |
| Margaret Ruiz | |
| Secretary | |
| Standard Premium Finance Holdings, Inc. |
EXHIBIT 10.3
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT is made effective June 29, 2022, by and between Brian Krogol, hereafter referred to as “Employee,” and Standard Premium Finance Holdings, Inc. a Florida corporation, hereafter referred to as “SPF” and “the Company.”
WHEREAS, this agreement is made to memorialize the terms and conditions as previously discussed.
NOW THEREFORE, the parties agree as follows:
1. Duties: Employee shall serve as Chief Financial Officer.
2. Compensation:
| a. | Salary. Employee shall be paid a base salary on the following schedule: |
| Time Period | Annual Salary (paid bi-weekly) |
| July 1, 2022 – June 30, 2023 | $175,000 |
| July 1, 2023 – June 30, 2024 | $200,000 |
| July 1, 2024 – June 30, 2025 | $225,000 |
| July 1, 2025 – June 30, 2026 | $250,000 |
| July 1, 2026 – June 30, 2027 | $275,000 |
| b. | Cash Bonus. Employee will be entitled to a $25,000 cash bonus payable annually on June 30. Employee may participate in any and all bonus and benefit programs that the Company establishes and makes available to its employees from time to time, provided you are eligible under (and subject to all provisions of) the plan documents governing those programs. |
| c. | Equity Bonus. In conjunction with the execution of this agreement, Employee will be offered an Employee Incentive Stock Option Award Agreement for ten thousand (10,000) shares of the Company’s common stock. |
| d. | Performance Bonus. Employee will be entitled to additional equity compensation in connection with certain performance targets set annually by the Compensation Committee of the Board of Directors. In conjunction with the execution of this agreement, Performance Bonuses for the Fiscal Year ended December 31, 2022 are as follows: |
| Performance Target – Consolidated Total Revenue as reported in the 2022 Form 10-K |
Number of Additional Stock Options |
| $10,000,000 or above | 25,000 |
| $9,000,000 - $9,999,999 | 22,500 |
| $8,000,000 - $8,999,999 | 20,000 |
| $7,000,000 - $7,999,999 | 10,000 |
The issuance of any Performance Bonus is to be determined upon the publication of the Company’s Form 10-K as distributed through the SEC’s EDGAR system. The Performance Bonus is to be offered through an award agreement, if earned, upon release of the Company’s Form 10-K.
| 3. | Confidential or Proprietary Information: |
| a. | Confidential Information. As used herein, the term “Confidential Information” shall mean any and all information of the Company and of its parents, subsidiaries and divisions (for purposes of this paragraph, the Company’s parents, subsidiaries and divisions shall be deemed included within the meaning of the “Company”) which is (a) not generally known to other persons or entities who might obtain economic value from its disclosure or use, or (b) which gives the Company an opportunity to obtain an advantage over its competitors who do not know or use the same, including, but not limited to all data, compilations, programs, devices, strategies, or methods concerning or related to (i) the Company’s customers (which include insurance agencies or brokers who refer their client’s to the Company for insurance premium finance services and the actual borrowers from the Company), finances, financial condition, results of operations, employees, amounts of compensation paid, to officers, employees, representatives and customers and any other data or information relating to the internal affairs of the Company and its operations not publicly disclosed by the Company; (ii) the terms and conditions (including prices) of sales and offers of sales of the Company’s products and services not publicly disclosed by the Company; (iii) the terms, conditions and current status of the Company’s agreements and relationship with any customer or lender not publicly disclosed by the Company; (iv) the customer lists and the identities and business preferences of the Company’s actual and prospective customers or any employee or agent thereof with whom the Company communicates other than the names of those customers of the Company which have been publicly disclosed by the Company; (v) the Company’s operating techniques, price data, costs, methods, systems, plans, procedures, formulas, processes, hardware, software, machines, inventions, networks, designs, drawings, artwork, skills, ideas, and strategic plans possessed, developed, accumulated or acquired by the Company; (vi) any non-public communications (including electronic communications) between and among the Company, its officers, directors, stockholders, customers or employees (including the Employee); and (vii) any other information and knowledge with respect to the products or services developed or in any stage of development by the Company to the extent not ascertainable by proper means from the Company’s public statements or available products. Confidential Information shall also include information disclosed to the Corporation by others under agreements to hold the same confidential. |
| b. | Protection of Confidential Information. Employee agrees that at all times during and after his or her employment, he or she will hold in trust for the sole benefit of the Company, keep confidential, and not disclose to any third party or make any use of the Company’s Confidential Information except in the course of his or her employment with the Company. |
| 4. | Termination: |
| a. | Delivery of Documents, Data and Property on Termination of Employment. In the event of termination (voluntary or otherwise) of Employee’s employment with the Company, Employee agrees, promptly and without request, to deliver to and inform the Company of all Company property, documents, communications, all copies of software, and data pertaining to his or her employment and the Confidential Information of the Company, whether prepared by Employee or otherwise coming into his or her possession or control. |
| 5. | Additional Provisions: |
| a. | Injunctive Relief. Because Employee’s breach of this Agreement may cause the Company irreparable harm for which money is inadequate compensation, Employee agrees that the Company will be entitled to injunctive relief to enforce this Agreement, in addition to damages and other available remedies, without posting any bond or security. |
| b. | Attorneys’ Fees. If any action is necessary to enforce this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees. |
| c. | Understanding. Employee acknowledges and agrees that the protections set forth in this Agreement are a material condition to his or her employment with and compensation by the Company and are reasonable to protect the interests of the Company. |
| d. | Amendment and Binding Effect. This Agreement may not be amended except by an instrument in writing signed by both parties. This Agreement shall be binding on the heirs, executors, administrators, and other legal representatives and assigns of Employee, and is for the benefit of the Company and its successors and assigns. |
| e. | Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA, EXCLUDING THE PRINCIPLES OF CONFLICT OF LAWS THEREOF THAT WOULD CAUSE THE LAWS OF ANOTHER JURISDICTION TO APPLY. ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY QUESTION REGARDING ITS EXISTENCE, VALIDITY OR TERMINATION, WHICH CANNOT BE AMICABLY RESOLVED BY THE PARTIES, SHALL BE BROUGHT IN A FEDERAL OR STATE COURT OF COMPETENT JURISDICTION SITTING IN MIAMI-DADE COUNTY OF THE STATE OF FLORIDA AND THE PARTIES IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY SUCH COURT SOLELY FOR THE PURPOSE OF ANY SUCH SUIT, ACTION OR PROCEEDING. TO THE FULLEST EXTENT PERMITTED BY LAW, AND AS SEPARATELY BARGAINED-FOR-CONSIDERATION, EACH PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT. |
| f. | Entire Understanding. This Agreement expresses the entire understanding of the parties about the described subject matter. |
| g. | Cumulative Remedies. Each and all of the several rights and remedies provided for in this Agreement shall be cumulative. No one right or remedy shall be exclusive of the others or of any right or remedy allowed in law or in equity. No waiver or indulgence by the Company of any failure by Employee to keep or perform any promise or condition of this Agreement shall be a waiver of any preceding or succeeding breach of the same or any other promise or condition. No waiver by the Company of any right shall be construed as a waiver of any other right. The Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement. Any dispute between Company and Employee related to or arising out of Employee’s employment by the Company shall not limit or reduce the Employee’s agreements in this Agreement or limit the Company’s rights to injunctive relief hereunder. |
| h. | Severability. In the event that any of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provisions shall remain in effect and enforceable to the fullest extent permitted by law and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. |
| i. | Employment at Will. The Company and the Employee acknowledge that employment by the Company may be terminated, with or without cause, and with or without notice, at any time, at the option of the Company or the Employee. Nothing contained in this Agreement shall limit or otherwise alter the foregoing. |
| 6. | Other Items: |
| a. | The Employee and SPF will execute an Employment Application and be bound to the employment policies of all other employees, including insurance, vacation days, sick days, benefits, etc. |
IN WITNESS WHEREAS, the parties executed this EMPLOYMENT AGREEMENT on the above date.
| Signed: | |
| /s/ Brian Krogol | |
| Brian Krogol | |
| /s/ William J. Koppelmann | |
| William Koppelmann | |
| CEO and Chairman | |
| Standard Premium Finance Holdings, Inc. |