UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On April 23, 2024, the Board of Directors (the “Board”) of White River Energy Corp (the “Company”) approved the following:
| (i) | The Board approved, and the Company entered into, amendments to the respective Employment Agreements with Randy May, Chief Executive Officer, and Jay Puchir, Chief Financial Officer, under which (i) the increase in annual base salary for each of Mr. May and Mr. Puchir to $1,000,000 will become effective on May 1, 2024; and (ii) retroactive to April 1, 2024, Mr. May and Mr. Puchir are eligible to earn a royalty of 1.0% of gross proceeds from the sale of federal income tax credits originally issued to a Native American tribe; | |
| (ii) | The Board appointed Livio Stan, the Chief Executive Officer of Truuli Environmental, Inc., as an “executive officer” of the Company for purposes of the Securities Exchange Act of 1934, and approved certain of Mr. Stan’s employment terms consisting of an annual base salary of $350,000 plus monthly stipends for car and phone allowances; 4,230,000 restricted stock units (“RSUs”) under the Company’s 2022 Equity Incentive Plan (the “Plan”) vesting equally over a five year period subject to continued service as an employee of the Company; a 0.5% commission on all gross proceeds from sales of federal income tax credits; and the right to purchase tax credits at a purchase price of $0.50 per $1.00 of tax credits, provided that Mr. Stan will be limited to purchasing a number of tax credits amounting to his taxable income for the current or prior year resulting in a net $0 federal tax liability. The Board previously approved a grant of 4,230,000 RSUs (the “Prior Grant”) to Mr. Stan, but the Prior Grant was cancelled to effect the grant of 4,230,000 RSUs under Mr. Stan’s Employment Agreement with the Company; | |
| (iii) | The Board adopted an amendment to the Plan to increase the number of shares authorized under the Plan to 31,500,000 shares; | |
| (iv) | The Board approved and the Company granted each of its non-employee directors, Greg Landis, Danny Hames, and James Cahill, 250,000 RSUs under the Plan, vesting over one-year in four equal quarterly installments on the last day of each quarter beginning with the quarterly period beginning on April 1, 2024, subject to continued services as a director on the applicable vesting date; | |
| (v) | The Board approved an amendment to the delivery terms of all outstanding RSUs issued under the Plan, including those granted to the executive officers and directors referred to above, to provide that the shares of common stock underlying the RSUs will be delivered promptly following each applicable vesting date, subject to continued services with the Company as of the applicable vesting date. |
On April 23, 2024, the Company amended its Employment Agreement with Richard Horgan, the Company’s Senior Vice President of Mergers and Acquisitions, pursuant to which Mr. Horgan’s annual base salary was increased to $225,000 effective May 1, 2024. Mr. Horgan is the son-in-law of our Chief Executive Officer, Randy May. The foregoing description of the amendment to the Employment Agreement with Mr. Horgan does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.4.
The descriptions of the Employment Agreements described above do not purport to be complete and are qualified in their entirety by reference to Exhibits 10.1 through 10.4.
Item 3.02 Unregistered Sales of Equity Securities.
To the extent required under Item 3.02 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K regarding the RSU grants is incorporated into this Item 3.02 by reference.
As of April 23, 2024, the Company has issued 4,100,864 shares of Common Stock pursuant to vested RSUs modified as discussed above.
In addition, on April 24, 2024, the Company granted certain employees a total of 1,775,000 RSUs under the Plan. These RSUs are subject to time-based vesting conditions in installments, in each case subject to continued employment with the Company as of each the vesting date.
The foregoing transactions were or will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 23, 2024, the Board appointed Mr. Livio Stan, 55, as an executive officer, as that term is defined under the Securities Exchange Act of 1934 in 17 C.F.R. § 240.3b-7, of the Company. Prior to joining the Company, Mr. Stan served as the Chief Executive Officer of Truuli Environmental Inc. since 2022, and of Lion Vista Global Ventures LLC since 2006. Each of these businesses was acquired by the Company on April 1, 2024, as previously disclosed in the Company’s Current Report on Form 8-K filed on April 5, 2024.
There was no arrangement or understanding between Mr. Stan and any other persons pursuant to which he was selected as an officer or director and there are no related party transactions between the Company and Mr. Stan reportable under Item 404(a) of Regulation S-K.
To the extent Item 5.02 of Form 8-K requires, the information contained in Item 1.01 of this Current Report on Form 8-K regarding the amendment to the Plan and the compensation arrangements to directors and officers set forth and referenced in Item 1.01 are incorporated into this Item 5.02 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Incorporated by Reference | Filed or Furnished | |||||||||
| Exhibit # | Exhibit Description | Form | Date | Number |
Herewith | |||||
| 10.1 | Amendment No. 1 to Jay Puchir Employment Agreement | Filed | ||||||||
| 10.2 | Amendment No. 1 to Randy May Employment Agreement | Filed | ||||||||
| 10.3 | Livio Stan Employment Agreement * | Filed | ||||||||
| 10.4 | Amendment No. 1 to Richard Horgan Employment Agreement | Filed | ||||||||
| 10.5 | Amendment to 2022 Equity Incentive Plan | Filed | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||
* Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request.
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.
| White River Energy Corp | ||
| Date: April 29, 2024 | By: | /s/ Jay Puchir |
| Name: | Jay Puchir | |
| Title: | Chief Financial Officer | |