Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 6, 2022, Lisa Gainsborg, the Chief Financial Officer, Treasurer and
Secretary of Basanite, Inc. (the "Company"), sent Michael Barbera, the Company's
Acting Interim Chief Executive Officer, a notice of her voluntary resignation
from the Company, effective December 15, 2022. As such, Ms. Gainsborg will no
longer be affiliated with the Company, effective December 9, 2022. Ms.
Gainsborg's resignation was for personal reasons.
On December 9, 2022 (the "Start Date"), the Board of Directors of the Company
(the "Board") appointed Jacqueline Placeres as Chief Financial Officer,
Treasurer and Secretary of the Company. As part of her employment, the Company
and Ms. Placeres entered into an employment letter (the "Employment Letter")
regarding her service with the Company.
Ms. Placeres, 42, previously served as the Company's Controller since 2021. Ms.
Placeres previously served as the CFO to ISG, a private government contractor in
security and informational technologies from 2018 through May 2021. From 2014 to
2018, she served as Vice President of Smith Manufacturing growing the Company
from 4 million to 18 at the time of acquisition. The Board selected Ms. Placeres
to serve as the Company's Chief Financial Officer because of her longstanding
relationship with the Company and because of her accounting and public company
reporting experience.
Pursuant to the Employment Letter, Ms. Placeres' employment with the Company
shall be "at will" and may be terminated by either party on thirty (30) days'
prior written notice. Ms. Placeres' base salary ("Base Salary") will be at a
rate of One Hundred Seventy-Five Thousand Dollars ($175,000) per year, payable
in accordance with the regular payroll practices of the Company. The Base Salary
will be revisited for possible upward adjustment at such time as the Company's
common stock becomes listed on a national securities exchange (including any
tier of The Nasdaq Stock Market). Ms. Placeres may receive an annual cash and/or
equity bonus in the sole discretion of the Board. Such bonus shall be determined
based on such factors as the Board deems appropriate, including performance
targets approved by the Board. Ms. Placeres will also be eligible for equity
grants pursuant to any Company equity plan approved and adopted by the Board and
the Company's stockholders. Other than the Initial Option Grant (defined below),
equity grants to Ms. Placeres and the amounts thereof will be determined in
accordance with the metrics approved from time to time by the Board.
As of the Start Date, Ms. Placeres was granted 5-year, non-qualified options to
purchase Seven Hundred Fifty Thousand (750,000) shares of Company common stock
(the "Initial Option Grant"). The Initial Option Grant was memorialized pursuant
to a Non-Qualified Stock Option Agreement (the "Option Agreement"). The exercise
price of the Initial Option Grant shall be $0.055, the closing price of the
Common Stock on the Start Date. The Initial Option Grant shall vest as follows:
(i) options to purchase Five Hundred Thousand (500,000) shares of common stock
shall vest in equal quarterly installments of Sixty-Two Thousand Five Hundred
(62,500) options over two (2) years from the Start Date and (ii) options to
purchase Two Hundred Fifty Thousand (250,000) shares of common stock shall vest
on the date that the Company reports (via its filings with the Securities and
Exchange Commission) two (2) consecutive quarters of positive cash flow from
operations. The Option Agreement contains customary terms regarding the
treatment of the options upon the death, disability or employment termination of
Ms. Placeres.
The Employment Letter contains customary confidentiality provisions.
The foregoing description of the Employment Letter is a summary only and does
not purport to be complete and, is qualified in its entirety by reference to the
full text of such document, a copy of which is attached hereto as Exhibit 10.1,
which full text is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Employment Offer Letter , dated December 9, 2022, between the Company
and Jacqueline Placeres
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the inline XBRL document)
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BASANITE, INC. 
