Current Report Filing (8-k)
03 December 2019 - 8:16AM
Edgar (US Regulatory)
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): November 26, 2019
Jerash Holdings (US), Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-38474
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81-4701719
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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260 East Main Street, Suite 2706, Rochester,
NY 14604
(Address of principal executive offices)
(Zip Code)
Registrant's
telephone number, including area code: (212) 575-9085
(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:
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¨
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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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Securities
registered pursuant to Section 12(b) of the Act:
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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Common Stock, par value $0.001 per share
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JRSH
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The Nasdaq Stock Market LLC
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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 x
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. x
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On November 26, 2019, the Board of Directors of Jerash Holdings
(US), Inc. (the “Company”) appointed Gilbert K. Lee, age 61, to serve as the Company’s Chief Financial Officer.
On November 27, 2019, the Company and Mr. Lee entered into an employment agreement (the “Employment Agreement”) pursuant
to which Mr. Lee will be compensated at a rate of $10,000 per month. The Employment Agreement provides for an initial term of employment
of 12 months and shall automatically renew unless it is earlier terminated by the Company or Mr. Lee. The Company may terminate
the Employment Agreement (i) at any time for cause or (ii) with 30 days’ written notice without cause. At any time after
the initial term, Mr. Lee may terminate the Employment Agreement (i) upon 30 days’ prior written notice to the Company or
(ii) immediately if Mr. Lee is subject to materially diminished duties or responsibilities. The Employment Agreement contains customary
confidentiality, non-solicitation, and mutual indemnification provisions.
Pursuant to the Employment Agreement, on November 27, 2019,
Mr. Lee was granted an option to purchase 50,000 shares of the Company’s common stock, par value $0.001 per share, under
the Company’s Amended and Restated 2019 Stock Incentive Plan (the “Option Award Agreement”). This option is exercisable
at a per share exercise price of $6.50 and fully vests on the six-month anniversary of the date of grant. The option may be exercised
at any time until November 27, 2029.
Prior to Mr. Lee’s appointment as the Company’s
Chief Financial Officer, he served as the Chief Financial Officer of Fuling Global Inc., a manufacturer of environmentally-friendly
plastic and paper service ware, from August 2015 until November 2019. Previously, from August 2011 through May 2015, Mr. Lee served
Tanke Biosciences Corporation, a livestock nutrition products manufacturer, first as its U.S.-based Chief Financial Officer and
then as its Vice President of Business Development. There are no family relationships between Mr. Lee and any director or executive
officer of the Company.
The foregoing summaries of the Employment Agreement and Option
Award Agreement do not purport to be complete and are qualified in their entirety by reference to the Employment Agreement and
Option Award Agreement, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form
8-K.
Item
8.01 Other Events.
On December 2, 2019 the Company issued a press release announcing
the appointment of Mr. Lee as the Company’s Chief Financial Officer, which is filed as Exhibit 99.1 to this Current Report
on Form 8-K.
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.
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JERASH HOLDINGS (US), INC.
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Dated: December 2, 2019
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By:
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/s/ Karl Brenza
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Karl Brenza
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Head of US Operations
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