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EX-10.1 - SEPARATION AGREEMENT AND RELEASE WITH MR. ZELEK - Cavitation Technologies, Inc. | exh10-1.htm |
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): October 12, 2012
CAVITATION TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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10019 Canoga Ave.
Chatsworth, California 91311
(Address of principal executive offices including zip code)
(818) 718-0905
(Registrant's telephone number, including area code)
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:
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))
FORWARD LOOKING STATEMENTS This current report may contain forward-looking statements as that term is defined in the Private Securities
Litigation Reform Act of 1995. These statements relate to future events or our future results of operation or future financial
performance, including, but not limited to, the following: statements relating to our ability to raise sufficient capital to finance our planned
operations, our ability to develop brand recognition with resellers and consumers, develop our current and future products, increase
sales and our estimates of cash expenditures for the next 12 months. In some cases, you can identify forward-looking statements by
terminology such as "may", "should", "intends", "expects", "plans",
"anticipates", "believes", "estimates", "predicts", "potential", or
"continue" or the negative of these terms or other comparable terminology. These statements are only predictions and
involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors",
which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results,
levels of activity or performance expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which
speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking
statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United
States, we do not intend to update any of the forward-looking statements to conform these statements to reflect actual results, later
events or circumstances or to reflect the occurrence of unanticipated events. As used in this current report and unless otherwise indicated, the terms "we", "us" "CTi" and
"our company" refer to Cavitation Technologies, Inc. Item 5.02(b)(c) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Effective October 12, 2012, Todd Zelek submitted his resignation as Chairman of the
Board of Directors, Chief Executive Officer, and Secretary of Cavitation Technologies, Inc. The Company
and Mr. Zelek have entered a Separation Agreement and Release which provides for the repayment of funds
advanced by Mr. Zelek to the Company, payments for accrued and unpaid salary owed to Mr. Zelek. The
agreement also provides for the issuance to Mr. Zelek of a 10 year warrant to purchase 7,500,000 shares of
Common Stock at an exercise price of $0.05 per share in consideration for extending the terms of his loan to
the company. Simultaneously, the Company will be cancelling 10,000,000 Common Stock options issued to
Mr. Zelek at a purchase price of $0.03 per share and Mr., Zelek shall surrender and cancel 2,000,000
shares of restricted Common Stock. There is no disagreement with the company, known to an executive
officer of the Company, on any matter relating to the Company's operations, policies, or practices. Mr.
Zelek's reason for resigning is to pursue other interests. He agrees to provide consulting services to the
company if so requested. The position of Chief Executive Officer and Chairman of the Board will remain
vacant for the foreseeable future. Effective October 12, 2012, Mr; Igor Gorodnitsky, President of the corporation, and current member of the Board of Directors, has
been appointed by the Board of Directors as Principal Executive Officer of the corporation. He will retain his position as
President of the corporation. Biographical information, business experience, and related party transactions are available in our 10-K
Annual Report to shareholders. There is no material contract, grant, or award which is entered into in connection with his appointment.
Item 9.01 Financial Statements and Exhibits (d) Exhibits The following exhibit is furnished herewith: Exhibit Description 10.1 Separation Agreement with Mr. Zelek - 2 -
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly authorized. Dated: October 12, 2012 By: /s/ Igor Gordonitsky Igor Gordonitsky Principal Executive Officer - 3 -
EXHIBIT INDEX
Exhibit Description 10.1
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