Attached files
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
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Date of report (Date of earliest event reported): August 12,
2020
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Rivulet Media, Inc.
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(Exact
Name of Registrant as Specified in
Charter)
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Delaware
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000-32201
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33-0824714
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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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1206 East Warner Road, Suite 101-I, Gilbert, Arizona
85296
(Address
of Principal Executive Offices) (Zip Code)
(480)
225-4052
(Registrant’s
telephone number, including area code)
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:
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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))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None.
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None.
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None.
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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 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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. ☐
1
Item 1.01
Entry
into a Material Definitive Agreement.
The
information set forth under Item 5.02 of this Current Report on
Form 8-K is incorporated into this Item 1.01 by
reference.
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
August 12, 2020, Rivulet Media, Inc. (the “Company”),
and Michael J. Witherill entered into
an Employment Agreement with respect to his positions as President,
Chief Financial Officer, Principal Accounting Officer, and a member
of the board of directors (the “Board”) of the Company.
Mr. Witherill is to devote his full time and attention to his
duties, and will receive an annual salary of $360,000, payable in
accordance with the Company’s standard payroll practices,
provided that such amount may be deferred as determined by Mr.
Witherill or the Board as needed to cover other Company
expenses.
Mr. Witherill is permitted to serve as a director of not for profit
and for profit businesses that do not compete with the
Company.
On
August 14, 2020, the Company and Aaron Klusman entered into an Employment Agreement with respect
to his positions as Chief Executive Officer and a member of the
Board. Mr. Klusman is to devote as much time and attention to his
duties as is necessary, and will receive an annual salary of
$360,000, payable in accordance with the Company’s standard
payroll practices, provided that such amount may be deferred as
determined by Mr. Klusman or the Board as needed to cover other
Company expenses. Mr. Klusman is
permitted to purchase, sell, oversee, manage, and develop real
estate properties and projects; and serve as a director of not for
profit and for profit businesses that do not compete with the
Company.
Both
Mr. Witherill and Mr. Klusman (together, the
“Executives”) will be eligible for a quarterly and an
annual discretionary bonus as periodically established by the Board
based upon metrics that will be established by the Board in its
sole discretion. The Executives are also eligible to participate in
and receive stock options under the Company’s 2020 Equity
Incentive Plan. The Employment Agreements provide that
notwithstanding anything to the contrary in the Company’s
existing or future incentive plans or any award agreement, upon a
Change of Control, as defined in the Employment Agreements, all of
the Executives’ outstanding unvested equity-based awards
shall, at their option, vest and become immediately exercisable and
unrestricted.
The
Executives’ employment under the Employment Agreements
commenced effective April 1, 2020, and will continue for two years,
subject to successive one-year renewals. Each Executive will be an
“at-will” employee. Either the Executive or the Company
may terminate his employment with or without cause, for any reason
or no reason, and at any time. The Executives are each subject to
standard confidentiality provisions and a non-compete,
non-solicitation covenant for a one-year period following
termination of employment.
The
above descriptions are only a summary of the material terms of the
Employment Agreements, do not purport to be a complete description
of the Employment Agreements, and are qualified in their entirety
by reference to the Employment Agreements, copies of which are
filed as Exhibits 10.1 and 10.2 and incorporated herein by
reference.
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits.
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.
Dated:
August 17, 2020
Rivulet
Media, Inc., a Delaware corporation
By: /s/ Mike
Witherill
Mike Witherill, President
and CFO
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