UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 31, 2024
MOSAIC IMMUNOENGINEERING, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-22182 | 84-1070278 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
9114 Adams Ave., #202
Huntington Beach, California 94646
(Address of principal executive offices, and zip code)
Registrant’s telephone number, including area code: (657) 208-0890
Not Applicable
(Former name or former address, if changed since last report)
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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communication 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 Symbol | Name of each exchange on which registered | ||
| None | None | None |
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 May 31, 2024, Mosaic ImmunoEngineering, Inc. a Delaware corporation (the “Company” or “Mosaic”) and Mr. Paul Lytle, EVP, Chief Financial Officer of the Company, agreed to amend Mr. Lytle’s employment terms from full time status to part time status, not to exceed eight (8) hours per month effective June 1, 2024 (“Effective Date”), in exchange for a monthly rate of $1,600. In addition, as previously agreed to by the parties, all deferred and unpaid compensation (“Deferred Salary”) as of the Effective Date will be paid to Mr. Lytle once the Company has completed a capital raise of at least $4 million (“Required Capital Raise”). In exchange for the deferred payment of Mr. Lytle’s Deferred Salary, the Company previously agreed to issue Mr. Lytle restricted stock units (”RSU’s”) equal to 20% of the Deferred Salary amount on the closing date of the Required Capital Raise.
The foregoing summary of the terms of Mr. Lytle’s employment with the Company does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 10.1 | Employment status change letter dated May 31, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| 2 |
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.
| Mosaic ImmunoEngineering, Inc. | ||
| Date: May 31, 2024 | By: /s/ Steven King | |
| Steven King | ||
| President and Chief Executive Officer, Director |
| 3 |
