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): December 16, 2021
Orbsat
Corp
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-40447 |
|
65-0783722 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
18851
N.E. 29th Ave., Suite 700, Aventura, FL 33180
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (305) 560-5355
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 (see General Instruction A.2. below):
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☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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:
| Title
of each class |
|
Trading
Symbols(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 |
|
OSAT |
|
The
Nasdaq Stock Market LLC |
| Warrants |
|
OSATW |
|
The
Nasdaq Stock Market LLC |
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. ☐
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
December 16, 2021, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Orbsat Corp (the “Company”)
the stockholders approved (i) the Company’s Amended and Restated 2020 Equity Incentive Plan (the “2020 Plan” and awards
previously granted under the 2020 Plan) (“Proposal 3”) and (ii) the Company’s 2021 Incentive Award Plan (the “2021
Plan”) (“Proposal 4”).
Upon
approval of Proposal 3 and Proposal 4, the following equity grants become effective on December 16, 2021 (the “Effective Grant
Date”):
Charles
M. Fernandez, Executive Chairman and Chief Executive Officer
| |
● |
Award
of 101,000 shares of restricted common stock of the Company under the 2020 Plan. All shares fully vested and issued on the Effective
Grant Date. |
| |
● |
Award
of 275,000 shares of restricted common stock of the Company under the 2021 Plan. Half of the shares fully vested and issued on the
Effective Grant Date. The second half of the shares to be issued and to vest on the first anniversary of the Effective Grant Date. |
| |
● |
Award
of an option under the 2021 Plan to buy 75,000 shares of Company common stock at an exercise price of $3.81 per share. The option
vests one half on grant date and one half on the one-year anniversary of grant date. The option has a term of 10 years. |
David
Phipps, Director and President of Orbsat. Chief Executive Officer of Global Operations
| |
● |
Award
of 275,000 shares of restricted common stock of the Company under the 2021 Plan. All shares fully vested and issued on the Effective
Grant Date. |
Kendall
Carpenter, Director
| |
● |
Award
of 20,000 shares of restricted common stock of the Company under the 2021 Plan. Half of the shares fully vested and issued on the
Effective Grant Date. The second half of the shares to be issued and to vest on the first anniversary of the Effective Grant Date. |
Louis
Cusimano, Director
| |
● |
Award
of 20,000 shares of restricted common stock of the Company under the 2021 Plan. Half of the shares fully vested and issued on the
Effective Grant Date. The second half of the shares to be issued and to vest on the first anniversary of the Effective Grant Date. |
Hector
Delgado, Director
| |
● |
Award
of 20,000 shares of restricted common stock of the Company under the 2021 Plan. Half of the shares fully vested and issued on the
Effective Grant Date. The second half of the shares to be issued and to vest on the first anniversary of the Effective Grant Date. |
John
Miller, Director
| |
● |
Award
of 20,000 shares of restricted common stock of the Company under the 2021 Plan. Half of the shares fully vested and issued on the
Effective Grant Date. The second half of the shares to be issued and to vest on the first anniversary of the Effective Grant Date. |
Paul
R. Thomson, Executive Vice President and Chief Financial Officer
| |
● |
Award
of 10,000 shares of restricted common stock of the Company under the 2021 Plan. All shares fully vested and issued on the Effective
Grant Date. |
| |
● |
Award
of an option under the 2021 Plan to buy 10,000 shares of Company common stock at an exercise price of $3.81 per share. The option
vests one half on grant date and one half on the one-year anniversary of grant date. The option has a term of 10 years. |
Theresa
Carlise, Chief Accounting Officer, Treasurer and Secretary
| |
● |
Award
of 15,000 shares of restricted common stock of the Company under the 2021 Plan. All shares fully vested and issued on the Effective
Grant Date. |
| |
● |
Award
of an option under the 2021 Plan to buy 15,000 shares of Company common stock at an exercise price of $3.81 per share. The option
vests one half on grant date and one half on the one-year anniversary of grant date. The option has a term of 10 years. |
Item
5.07. Submission of Matters to a Vote of Security Holders.
The
number of shares of common stock that voted on matters presented at the Annual Meeting was 4,542,559, representing approximately 70.11%
of the 6,479,263 shares outstanding as of the October 22, 2021, the record date for the Annual Meeting.
Each
director nominee was elected and each other matter submitted to a vote of the Company’s stockholders at the Annual Meeting, as
described below, was approved by the requisite vote of the Company’s stockholders. The final voting results for each of the proposals
submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below. The proposals are described in detail
in the Company’s Definitive Proxy Statement filed with the U.S.
Securities and Exchange Commission (the “SEC”) on November 19, 2021 (the “Proxy Statement”),
and are incorporated herein by reference.
1.
The election of seven directors, each to serve until the next annual meeting of stockholders of the Company, or until such person’s
successor is elected and qualified.
| NOMINEE | |
VOTES FOR | | |
VOTES WITHHELD | |
| Kendall Carpenter | |
| 2,355,741 | | |
| 48,123 | |
| Louis Cusimano | |
| 2,355,489 | | |
| 48,375 | |
| Hector Delgado | |
| 2,254,389 | | |
| 149,475 | |
| Douglas S. Ellenoff | |
| 2,342,589 | | |
| 61,275 | |
| Charles M. Fernandez | |
| 2,365,143 | | |
| 38,721 | |
| John Miller | |
| 2,356,140 | | |
| 47,724 | |
| David Phipps | |
| 2,351,343 | | |
| 52,521 | |
2.
The ratification the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the year ending
December 31, 2021.
| For:
4,501,965 |
Against:
40,481 |
Abstain:
113 |
3.
The approval of the Company’s Amended and Restated 2020 Equity Incentive Plan and awards previously granted under the 2020 Equity
Incentive Plan.
| For:
2,298,113 |
Against:
85,689 |
Abstain:
20,062 |
4.
The approval of the Company’s 2021 Incentive Award Plan.
| For:
2,209,177 |
Against:
193,343 |
Abstain:
1,344 |
5.
The approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
| For:
2,250,902 |
Against:
150,539 |
Abstain:
2,423 |
6.
The non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation of the Company’s named
executive officers.
| One
Year: 2,356,805 |
Two
Years: 14,551 |
Three
Years: 10,567 |
Abstain:
21,941 |
7.
The approval of a certificate of amendment to the Company’s Amended and Restated Articles of Incorporation changing the Company’s
name to NextPlat Corp.
| For:
4,498,059 |
Against:
42,384 |
Abstain:
2,115 |
8.
The authorization of the adjournment of the 2021 Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient
votes in favor of Proposal 3, Proposal 4 or Proposal 7.
| For:
4,123,051 |
Against:
419,106 |
Abstain:
401 |
Based
on the approval of the stockholders, our board of directors has determined that it will hold an advisory vote on the compensation of
the Company’s named executive officers every year until the next required vote on the frequency of such an advisory vote.
For
Proposals 1, 3, 4, 5, and 6 broker non-votes amounted to 2,138,695. For Proposals 7 and 8 broker non-votes amounted to 1.
Item
9.01. Financial Statements and Exhibits.
Exhibits.
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.
| |
ORBSAT
CORP |
| |
|
| |
By: |
/s/
Charles M. Fernandez |
| |
Name:
|
Charles
M. Fernandez |
| December
22, 2021 |
Title: |
Executive
Chairman & Chief Executive Officer |
| |
|
|
