Current Report Filing (8-k)
23 June 2022 - 6:11AM
Edgar (US Regulatory)
0001676580
false
0001676580
2022-06-20
2022-06-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June 20, 2022
VISION
HYDROGEN CORPORATION
(Exact
name of registrant as specified in its charter)
| Nevada |
|
000-55802 |
|
47-4823945 |
| (State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
| of Incorporation) |
|
File Number) |
|
Identification No.) |
95
Christopher Columbus Drive, 16th
Floor, Jersey
City, NJ
07302
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (551) 298-3600
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):
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 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. ☐
Securities
registered pursuant to Section 12(b) of the Act: None
Vision
Hydrogen Corporation is referred to herein as “we”, “our, or “us”.
Item
1.01 Entry into a Material Definitive Agreement
On
June 20, 2022, we entered into a Management Services Agreement (the “Agreement”) with First Finance Europe Ltd. (“First
Finance”), a UK corporation controlled by our Chief Executive Officer, Andrew Hromyk, pursuant to which First Finance will provide
services to us for $100,000 per month (the “Service Fee”) beginning May 1, 2022. The services to be provided under the Agreement
include executive services, business consulting and advisory, business development, management of information technology structure provision
and implementation, corporate and operational accounting, human resources support, treasury controls, credit and risk control, and marketing
support. The Agreement is for an initial term of three years and will automatically renew for one or more additional two year renewal
periods unless the Agreement is terminated pursuant to the terms and conditions outlined in the Agreement. The Service Fee will increase
by the greater of (i) an amount equal to the previous year’s change in the United States Consumer Price Index and 2% or (ii) 5%
on each anniversary of June 20, 2022.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement,
a copy of which is filed with this Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On
June 20, 2022, our Board of Directors (our “Board”) approved an increase in the compensation of the non-management members
of our Board. Effective April 1, 2022, non-management members of our Board will receive $2,000 monthly and an additional $500 monthly
for members of our audit committee. Our non-management members of the Board will receive compensation on a quarterly basis.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
SIGNATURES
Pursuant
to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
| |
VISION HYDROGEN CORPORATION |
| |
|
| Date: June 22, 2022 |
By: |
/s/ Matthew
Hidalgo |
| |
|
Matthew Hidalgo |
| |
|
Chief Financial Officer |
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