Item 1.01 Entry into a Material Definitive Agreement.
On July 13, 2021, the Company entered into a Definitive Agreement (the
"Agreement") with Cathy Chis ("Chis") to purchase the 47,500 shares of the
Company's Series C Preferred Stock held by Chis and the 18,667 shares of the
Company's Series D Preferred Stock held by Chis for the total purchase price of
$11,250,000. In conjunction with the Agreement, Chis shall resign from any and
all positions held in the Company's wholly owned subsidiary, Power Conversion
Technologies, Inc. ("PCTI"). Further, Chis agrees that upon her resignation and
for a period of five years thereafter (the "Restriction Period"), she shall not,
directly or indirectly, solicit the employment of, assist in the soliciting of
the employment of, or hire any employee or officer of the Company, including
those of any of its present or future subsidiaries, or induce any person who is
an employee, officer, agent, consultant or contractor of the Company to
terminate such relationship with the Company. Additionally, Chis agrees that
during the Restriction Period, she shall not compete with the Company or PCTI
anywhere worldwide or be employed by any competitor of the Company.
The foregoing information is a summary of the Agreement described above, is not
complete, and is qualified in its entirety by reference to the full text of the
Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Readers should review the Agreement for a complete understanding of the terms
and conditions of the transaction described above.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 16, 2021, the Company closed the Agreement described in Item 1.01 above
and accordingly, Chis resigned from all positions held in PCTI.
Item 5.01 Change in Control of the Registrant.
On July 16, 2021, the Company closed the Agreement described in Item 1.01 above
and purchased the 47,500 shares of the Company's Series C Preferred Stock held
by Chis and the 18,667 shares of the Company's Series D Preferred Stock held by
Chis and returned them to the Company's treasury for cancellation. Accordingly,
Chis no longer has voting control of the Company and voting control is now held
by Brian Conway, the Company Chief Executive Officer, through his ownership of
his shares of the Company's Series C Preferred Stock.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
10.1 Definitive Agreement between the Company and Catherine Chis
dated July 13, 2021
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