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EX-10.2 - FORM OF NONQUALIFIED STOCK OPTION AGREEMENT - Freedom Holding Corp. | bmb_ex102.htm |
EX-10.1 - FORM OF RESTRICTED STOCK GRANT AWARD AGREEMENT - Freedom Holding Corp. | bmb_ex101.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 6, 2017
FREEDOM HOLDING CORP.
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(Exact
name of registrant as specified in its charter)
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Nevada
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001-33034
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30-0233726
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(State
or other jurisdiction of incorporation)
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Commission
File
Number)
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(IRS
Employer
Identification
No.)
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Office
1704, 4B Building, “Nurly Tau” BC, 17 Al Farabi Ave,
Almaty, Kazakhstan
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(Address
of principal executive offices)
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050059
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(Zip
code)
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(801)
355-2227
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(Registrant’s
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last report.)
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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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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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
October 6, 2017, Freedom Holding Corp. awarded restricted stock
grants and nonqualified stock options totaling 4,260,000 shares of
its common stock to 18 employees of the Company and its
subsidiaries, including one officer of the Company. Freedom Holding
Corp. and its subsidiaries are collectively referred to herein as
the “Company.” The restricted stock grants and
nonqualified stock options were awarded under the Freedom Holding
Corp. 2018 Equity Incentive Plan and pursuant to an effective
registration statement on Form S-8 filed by the Company with the
Securities and Exchange Commission on October 5, 2017.
The Company awarded restricted stock grants
totaling 3,900,000 shares of its common stock to 16 employees and
awarded nonqualified stock options to purchase an aggregate of
360,000 shares of its common stock to two employees. Of the shares
awarded pursuant to the restricted stock grant awards, 1,200,000
shares are subject to two-year vesting conditions and 2,700,000
shares are subject to three-year vesting conditions. All of the
nonqualified stock options are subject to three-year vesting
conditions. The restricted stock grants subject to two-year vesting
vest one-half on the first anniversary of the date of grant and
one-half on the second anniversary of the date of grant. The
restricted stock grants subject to three-year vesting and the
nonqualified stock options vest one-third on each of the first
three anniversaries of the date of grant. The restricted stock
grants were awarded pursuant to Restricted Stock Grant Award
Agreements (the “Stock Grant Agreement”) and the
nonqualified stock option awards were awarded pursuant to
Nonqualified Stock Option Agreements (the “Option
Agreement”). The descriptions of the terms of the
Stock Grant Agreement and the Option Agreement in this Current
Report are only summaries of those agreements and are qualified in
their entirety by reference to the Stock Grant Agreement and the
Option Agreement, copies of which are attached as exhibits to this
Current Report.
Vesting
of the restricted stock grants is contingent upon continued
employment with the Company through the vesting term except in the
event of death, disability, a change in control of the Company or
termination of employment by the Company not for cause, as defined
in the Stock Grant Agreement. If the employee’s employment
terminates as a result of death, disability, a change in control of
the Company or termination by the Company not for cause, any
unvested shares shall vest upon the occurrence of such event. If
employment terminates for any other reason, any shares that have
not vested as of the date employee’s employment terminates
will be canceled. During the vesting period, the employee will be
entitled to vote and receive dividends on the shares underlying the
restricted stock grant, provided, however, that dividend payments
on unvested shares shall be held in custody by the Company and
subject to the same restrictions that apply to the unvested shares.
The shares underlying the restricted stock grants will not be
delivered to the employee until they vest.
Vesting
of the nonqualified stock options is also contingent upon the
employee’s continued employment with the Company through the
vesting term. In the event of employee’s death or disability,
a change in control of the Company or termination of employment by
the Company not for cause, as defined in the Option Agreement, any
unvested portion of the option shall vest and become exercisable
immediately and shall be exercisable for the shorter of one-year or
the date the option term expires. If the employee is terminated for
cause, the option shall terminate immediately and become null and
void. If employment is terminated for any reason other than as set
forth in this paragraph, any unvested options held by employee as
of the date of termination of employee’s employment will
terminate and become null and void as of such date of termination
and any vested options shall terminate and become null and void on
the earlier of 30 days after the employee’s termination or
the date the option term expires.
The
nonqualified stock options have an exercise price of $1.98. Any
unexercised portion of a vested stock option will terminate and
become null and void upon the earlier of (a) the term of the
option, which is ten years from the date of grant, or (b) as
otherwise described in the preceding paragraphs.
Evgeniy
Ler, the Company’s Chief Financial Officer received a
restricted stock grant of 70,000 shares. The restricted stock grant
to Mr. Ler is subject to the two-year vesting period described
above. Mr. Ler is the only officer or director of the Company to
receive an award.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit Number
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Description
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Form of Restricted Stock Grant Award Agreement
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Form of Nonqualified Stock Option Agreement
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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.
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FREEDOM HOLDING CORP.
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Date: October 11,
2017
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By:
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/s/
Timur
Turlov
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Timur
Turlov
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Chief Executive
Officer
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