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

On December 28, 2021, KeyStar Corp's (the "Company," "we," "us," "our") board of directors (the "Board") approved a stock option plan providing for stock grants and options to purchase shares of our common stock to be awarded, at the discretion of the Board, to our director's officers, employees, advisors and contractors as part of our wider approach to hire and retain the services of qualified individuals (the "2021 Plan"). The 2021 Plan was subject to approval of our stockholders within 12 months of the Board's approval. We did not seek approval of the 2021 Plan from our stockholders on or before December 28, 2022, and no awards of any type were granted under the 2021 Plan.

On April 10, 2023, the Board terminated the 2021 Plan and approved a new stock option plan for our director's officers, employees, advisors and contractors containing the same terms and conditions as the 2021 Plan (the "2023 Plan"). The 2023 Plan is also subject to approval of our stockholders within 12 months from the date of the Board's approval. In connection with approval of the 2023 Plan, the Board granted Incentive Stock Options ("ISOs") and Nonstatutory Stock Options ("NSOs") under the 2023 Plan to employees and advisors of the Company to purchase a total of 3,250,000 shares of our common stock at an exercise price of $0.50 per share (the "Awards"). As part of the Awards, our CEO, Mark Thomas, was granted 800,000 ISOs and 200,000 NSOs, and our CFO, Anthony Fidaleo, was granted 250,000 ISOs (collectively, the "Officer Awards"). The Officer Awards vest as to 25% of the shares on June 16, 2023. Thereafter, the Officer Awards will further vest as to 1/48th of the shares on the 16th day of each month, beginning July 16, 2023, for a period of 36 months; provided all vesting is subject to the officer having provided continuous service to us or a related corporation through each such vesting date.

The 2023 Plan provides eligible participants with benefits consisting of one or more of the following: ISOs, NSOs and bonuses in the form of our common stock ("Stock Bonuses"). The Board or a committee of directors will administer the 2023 Plan and determine what employees or officers will receive an award under the 2023 Plan. ISOs, which are intended to be compliant with Section 422 of the Internal Revenue Code, may be awarded only to our employees. NSOs and Stock Bonuses are not subject to Section 422 of the Internal Revenue Code and can be awarded to employees and non-employee.

As with the 2021 Plan, the aggregate number of shares of our authorized but unissued common stock that can be awarded under the 2023 Plan is 5,960,000, whether in the form ISOs, NSOs, or Stock Bonuses (or a combination thereof). Awards can be issued under the 2023 Plan for ten years from the date the Board approved the 2023 Plan. ISOs may be exercised during a period no longer than ten years from the date of the award (five years for individuals who own more than 10% of the combined voting power of the Company). NSOs may be exercised for a maximum period of ten years from the date of the award. ISOs and NSOs may not be exercised after the earlier of the following: (a) in the event of termination for cause (as defined by the 2023 Plan): the date of termination; (b) in the event of termination due to death or disability: the earlier of the ISO or NSO's expiration or one year after the termination due to death or disability; or (c) in the event of termination for any other reason: three months following the date of termination.

The foregoing summary of the 2023 Plan and the Officer Awards are qualified in their entirety by reference to the full text of the 2023 Plan, Stock Option Award Agreement, Notice of Incentive Stock Option and Notice of Nonstatutory Stock Option which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated by reference herein. You are urged to read said exhibits attached hereto in their entirety.


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Item 9.01Financial Statements and Exhibits





(d)Exhibits.



Exhibit No. Description

  10.1      KeyStar Corp. 2023 Stock Plan
  10.2      KeyStar Corp. Stock Option Award Agreement Form
  10.3      KeyStar Corp. Notice of Incentive Stock Option Grant Form
  10.4      KeyStar Corp. Notice of Nonstatutory Stock Option Grant Form
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).













































































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