Form 8-K - Current report

 

 

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) July 13, 2023

 

Cryomass Technologies Inc
(Exact name of registrant as specified in its charter) 

 

Nevada		000-56155		82-5051728
(State or other jurisdiction of		(Commission File Number)		(IRS Employer
incorporation)				Identification No.)

 

1001 Bannock St Suite 612, Denver CO		80204
(Address of principal executive offices)		(Zip Code)

  

Registrant’s telephone number, including area code 303-416-7208

 

 

(Andina Gold Corp.) 

 

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:

 

☐	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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol		Name of each Exchange on which Registered
None

 

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. ☐

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 13, 2023 the Board of Directors of CryoMass Technologies Inc (‘Company”) (‘Board”) adopted a unanimous Board consent in lieu of a meeting, amending the employment agreements of two company officers, Mr. Philip Blair Mullin, Chief Financial Officer, and Ms. Patricia Kovacevic, General Counsel Corporate Secretary and Head of External Affairs. Mr. Mullin’s employment term, subject to certain provisions in his respective employment agreement, is extended through July 10, 2025. Ms. Kovacevic’s employment term, subject to certain provisions in her respective employment agreement, is extended through July 1, 2025. Copies of the respective amendments are attached as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

EXHIBIT 10.1		Second Amendment to the Employment Agreement by and between CryoMass Technologies Inc and Philip Blair Mullin
EXHIBIT 10.2		Fourth Amended and Restated Employment Agreement by and between CryoMass Technologies Inc and Patricia Kovacevic
EXHIBIT 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

NOTE REGARDING FORWARD LOOKING STATEMENTS

 

Any statements in this Current Report on Form 8-K or any exhibit hereto about future expectations, plans, and prospects for the Company, including statements about Company’s future expectations, beliefs, goals, plans, or prospects, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. In some cases you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “likely,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms.

 

These forward-looking statements involve risks, uncertainties, and assumptions that could cause actual performance or results to differ materially from those expressed or suggested by the forward-looking statements. If any of these risks or uncertainties materialize, or if any of Company’s assumptions prove incorrect, its actual results could differ materially from the results expressed or implied by these forward-looking statements. These risks and uncertainties include risks associated with: Company’s ability to achieve or maintain profitability, and to effectively manage its anticipated growth; and the risks described in the other filings Company makes with the Securities and Exchange Commission from time to time, including the risks described under the heading “Risk Factors” in Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and subsequent quarterly reports on Form 10-Q, and which should be read in conjunction with its financial results and forward-looking statements. All forward-looking statements in this Current Report on Form 8-K or any exhibit hereto are based on information available to Company as of the date hereof, and it does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

 

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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. 

 

CryoMass Technologies Inc

 

/s/ Christian Noël
Christian Noël
CEO
Date: July 14, 2023

 

 

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Exhibit 10.1 

 

SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT DATED JUNE 24, 2020, BY

 

AND BETWEEN CRYOMASS TECHNOLOGIES INC AND PHILIP BLAIR MULLIN

 

This Second Amendment to the Amended and Restated Employment Agreement by and between Cryomass Technologies Inc, a Nevada corporation, formerly known as Andina Gold Corp and, respectively, Redwood Green Corp (the “Employer”), and Philip Blair Mullin (“Employee”) (collectively, the “Parties”) dated June 24, 2020 (the “Agreement”), is made and effective as of this 10^st day of July 2023 by and between the Parties (the “Second Amendment”).

 

W I T N E S S E T H:

 

WHEREAS, Employer and Employee of their own free will wish to amend the terms of the Agreement,

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

 

1.AMENDMENT OF SECTION 2.1 Annual Base Salary

 

Section 2.1 shall be replaced with the following: “Employee’s annual salary shall be $300,000 from the date of the Second Amendment (the “Base Salary”), which will be payable in equal periodic installments according to the Employer’s customary payroll practices, but no less frequently than monthly. The Employee’s Base Salary will be reviewed by the Employer’s Board of Directors or the relevant Board of Directors committee not less frequently than at the end of each calendar year in connection with the Employee’s performance review and may be adjusted upward by the Employer at any time, but in no case can it be adjusted downward without the mutual agreement of the Parties.”

 

2. AMENDMENT OF SECTION 3 – TERM

 

Section 3 of the Agreement is amended to read: “Subject to the provisions of Section 5, the Employment Period for the Employee’s employment under this Agreement will be until July 10, 2025.”

 

3. All other terms and conditions related to the Employees employment with the Company remain the same.

 

4. MISCELLANEOUS.

 

a.

Effect of Amendment. Except as expressly amended hereby, the Agreement shall remain in full force and effect. Any reference to the Agreement contained in any notice, request or other document executed concurrently with or after the execution and delivery of this Amendment shall be deemed to include this Amendment unless the context shall otherwise require.

 

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b.

Applicable Law; Jurisdiction; WAIVER OF JURY TRIAL. This Amendment and the Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Commonwealth of Virginia, without regard to any applicable principles of conflicts of law that might require the application of the laws of any other jurisdiction. The parties hereto each hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Eastern District of Virginia (or, if subject matter jurisdiction in that court is not available, in any state court located within the County of Henrico, Virginia) over any dispute arising out of or relating to this Agreement. The parties hereto hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in an applicable court described herein, and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party hereto has been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section.

 

c.

Headings. The headings and captions set forth herein are for convenience of reference only and shall not affect the construction or interpretation hereof.

 

d.

Entire Agreement. This Amendment sets forth the entire agreement and understanding of the parties with respect to the amendment of the Agreement, and there are no other contemporaneous written or oral agreements, undertakings, promises, warranties, or covenants not specifically referred to or contained herein.

 

e.

Execution of Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. This Amendment may be delivered by electronic (including .pdf format) or facsimile transmission of an originally executed copy.

 

f.

Modification. No provision of this Amendment may be amended, changed, altered, modified, or waived except in writing signed by Employee and an authorized representative of the Company, which writing shall specifically reference this Amendment, the Agreement and the provision which the parties intend to waive or modify.

 

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g.

Severability. Each provision, clause, and/or part of this Amendment is intended to be severable from the other. Therefore, if any provision, clause, or part of this Amendment, or the applications thereof under certain circumstances, is held invalid or unenforceable for any reason, the remainder of this Amendment, or the application of such provision, clause, or part under other circumstances, shall not be affected thereby to the extent permissible pursuant to the laws of the Commonwealth of Virginia.

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

 

	CRYOMASS TECHOLOGIES INC
	By:
		Name:	Christian Noël
		Title:	Chief Executive Officer
	EMPLOYEE
	Philip Blair Mullin

 

 

 

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Exhibit 10.2

 

FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT

 

This Fourth Amended and Restated Employment Agreement (the “Agreement”) is made, entered into and effective as of the 10th day of July 2023, by and between Cryomass Technologies Inc, a Nevada corporation (the “Company”), and Patricia Kovacevic (“Employee”).

 

W I T N E S S E T H:

 

WHEREAS, the Company and Employee entered into an Employment Agreement (the “Original Agreement”) on April 14, 2020 and the parties amended and restated the Original Agreement on June 24, 2020 (“Amended Agreement 1”), December 1, 2020 (Amended Agreement 2”) and July 15, 2021 (“Amended Agreement 3”) to amend the terms thereof, and

 

WHEREAS, the Company and the Employee desire to enter into this Agreement to amend the Amended Agreement 3 effective as of July 10, 2023 (the “Effective Date”),

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

 

1.

AMENDMENT OF SECTION 2.1 Base Salary

 

Section 2.1 shall be replaced with the following: “Employee’s annual salary shall be $266,200 from the Effective Date of the Fourth Amended and Restated Employment Agreement (the “Base Salary”), which will be payable in equal periodic installments according to the Employer’s customary payroll practices, but no less frequently than monthly. The Employee’s Base Salary will be reviewed by the Employer’s Board of Directors or the relevant Board of Directors committee not less frequently than at the end of each calendar year in connection with the Employee’s performance review and may be adjusted upward by the Employer at any time, but in no case can it be adjusted downward without the mutual agreement of the Parties.”

 

2.

AMENDMENT OF SECTION 3 – TERM. The Term of this restated Agreement shall be until July 1, 2025.

 

3.

All other terms and conditions related to the Employees employment with the Company remain the same.

 

4.

MISCELLANEOUS.

 

a.

Effect of Amendment. Except as expressly amended hereby, the Agreement shall remain in full force and effect. Any reference to the Agreement contained in any notice, request or other document executed concurrently with or after the execution and delivery of this Amendment shall be deemed to include this Amendment unless the context shall otherwise require.

 

b.

Applicable Law; Jurisdiction; WAIVER OF JURY TRIAL. This Amendment shall be governed by and interpreted and enforced in accordance with the laws of the Colorado, without regard to any applicable principles of conflicts of law that might require the application of the laws of any other jurisdiction. The Parties agree that claims and disputes under this Amendment shall be resolved pursuant to the mechanisms provided in Section 9.8 of the Agreement. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT AND TO THE AGREEMENT. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver.

 

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c.

Headings. The headings and captions set forth herein are for convenience of reference only and shall not affect the construction or interpretation hereof.

 

d.

Entire Agreement. This Amendment sets forth the entire agreement and understanding of the parties with respect to the amendment of the Agreement, and there are no other contemporaneous written or oral agreements, undertakings, promises, warranties, or covenants not specifically referred to or contained herein.

 

e.

Execution of Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. This Amendment may be delivered by electronic (including .pdf format) or facsimile transmission of an originally executed copy.

 

f.

Modification. No provision of this Amendment may be amended, changed, altered, modified, or waived except in writing signed by Employee and an authorized representative of the Company, which writing shall specifically reference this Amendment, the Agreement and the provision which the parties intend to waive or modify.

 

g.

Severability. Each provision, clause, and/or part of this Amendment is intended to be severable from the other. Therefore, if any provision, clause, or part of this Amendment, or the applications thereof under certain circumstances, is held invalid or unenforceable for any reason, the remainder of this Amendment, or the application of such provision, clause, or part under other circumstances, shall not be affected thereby to the extent permissible pursuant to the laws of Colorado.

 

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

 

	CRYOMASS TECHOLOGIES INC
	By:
		Name:	Cristian Noël
		Title:	Chief Executive Officer

 

	EMPLOYEE
	Patricia Kovacevic

 

 

 

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Cover	Jul. 13, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 13, 2023
Entity File Number	000-56155
Entity Registrant Name	Cryomass Technologies Inc
Entity Central Index Key	0001533030
Entity Tax Identification Number	82-5051728
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1001 Bannock St Suite 612
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80204
City Area Code	303
Local Phone Number	416-7208
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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