Basanite, Inc. Files 8-K: Agreements, Equity Sales, Officer Changes

TL;DR

Basanite filed an 8-K detailing new agreements, equity sales, and board/officer changes.

AI Summary

On October 2, 2024, Basanite, Inc. entered into a Material Definitive Agreement, the specifics of which are detailed in the filing. The company also reported on unregistered sales of equity securities and changes in its board and officer composition, including director elections and the appointment of certain officers. Additionally, the filing includes information on compensatory arrangements for certain officers and financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions including new agreements, equity transactions, and personnel changes, which could impact the company's strategic direction and financial structure.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, unregistered equity sales, and changes in corporate officers, which can introduce uncertainty and potential risks.

Key Players & Entities

• Basanite, Inc. (company) — Registrant
• October 2, 2024 (date) — Date of earliest event reported
• October 7, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $1 million — 0,000 which vest upon the completion of $1 million of aggregate financing and an additiona
• $1,000,000 — est upon the completion of a minimum of $1,000,000 of aggregate financing into the Company
• $17,250 — the Company will be at a monthly fee of $17,250 plus expenses approved by the Chairman.
• $1,000,000 b — n will be paid immediately to him. Upon $1,000,000 being raised by the Company, the Company
• $25,000 — e engagement letter. Mr. Manav received $25,000 upon execution of the engagement letter

Filing Documents

• basa_8k.htm (8-K) — 28KB
• ex10x1.htm (EX-10.1) — 16KB
• ex99x1.htm (EX-99.1) — 6KB
• 0001079973-24-001365.txt ( ) — 226KB
• basa-20241002.xsd (EX-101.SCH) — 3KB
• basa-20241002_lab.xml (EX-101.LAB) — 33KB
• basa-20241002_pre.xml (EX-101.PRE) — 24KB
• basa_8k_htm.xml (XML) — 3KB

01 Entry into a material definitive agreement

Item 1.01 Entry into a material definitive agreement.

02 of this Form 8-K is incorporated by

Item 5.02 of this Form 8-K is incorporated by reference herein.

02 Unregistered sales of unregistered securities

Item 3.02 Unregistered sales of unregistered securities In October 2024, the Company granted three advisors to the Company and its Interim Chief Executive Officer options to purchase an aggregate of 25,000,000 shares of common stock. These options have a term of five years and are exercisable at $.0275 per share. A description of the 5,000,000 options granted to the Company's Interim Chief Executive Officer is described under Item 5.02. One of the three advisors received five-year options to purchase 10,000,000 common shares which vest 3,000,000 on October 2, 2024, 3,000,000 which vest upon the completion of $1 million of aggregate financing and an additional 4,000,000 upon the anniversary of the first 90-day period that the Company achieves operational break even as defined in the Advisory Agreement. A second advisor received five-year options to purchase 2,500,000 shares which vest 1,250,000 shares on October 2, 2024 and the remaining 1,250,000 options vest upon the completion of a minimum of $1,000,000 of aggregate financing into the Company. The third advisor received five-year options to purchase 7,500,000 shares which vest 3,750,000 shares on October 2, 2024 and the remaining 3,750,000 options vest upon the completion of a minimum of $1,000,000 of aggregate financing into the Company. Exemption from registration is claimed under Section 4(2) of the Securities Act of 1933, as amended. There were no commissions paid in connection with the issuance of any of the aforementioned options.

02 Departure of directors or certain officers; election of directors;

Item 5.02 Departure of directors or certain officers; election of directors; appoint of certain officers; compensatory arrangements of certain officers On October 2, 2024, Ali Manav agreed to become the Acting Chief Executive Officer of Basanite, Inc. (the "Company") through June 30, 2025. As an independent contractor, Mr. Manav has been performing advisory services to our Company since September 1, 2024. Mr. Manav's services to the Company will be at a monthly fee of $17,250 plus expenses approved by the Chairman. The monthly fee of $17,250 will be deferred and accrued until such time as $1,000,000 is raised by the Company and which time any deferred compensation will be paid immediately to him. Upon $1,000,000 being raised by the Company, the Company will also pay Mr. Manav his monthly fee on the first day of each month through June 2025. Mr. Manav also received options to purchase 5 million shares of the Company's common stock with a strike price of $.0275 equal to the closing price of the Company's common stock as quoted by the OTCQB Market on the date of signing his engagement letter. The option will have a term of five years from the date of issuance. The options will also contain standard cashless exercise provisions as well as piggy-back registration rights for future stock registrations that the Company may file. The options vest under the following schedule: 1.5 million options immediately upon the execution of his engagement agreement, 1.5 million options vest upon the completion of a minimum of $1 million of aggregate financing into the Company after the date of his engagement letter and 2 million options vesting upon the anniversary of the first 90-day period the Company achieves operational break even as defined in the engagement letter. Mr. Manav received $25,000 upon execution of the engagement letter for work conducted in September of 2024. As an independent contractor, Mr. Manav is not entitled to receive any employee benefits. The engagement let

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in these statements. These risks and uncertainties include, but are not limited to, the ability of the Company to file its Quarterly Report on Form 10-Q and Annual Report on Form 10-K in a timely manner, the Company's ability to maintain compliance with OTCQB continued listing standards, and other factors described in the Company's filings with the Securities and Exchange Commission. The Company assumes no obligation to update any forward-looking statements, except as required by law.

01Financial Statements and Exhibits

Item 9.01Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Engagement Letter between the Registrant and Ali Manav dated October 2, 2024 99.1 Press Release dated October 3, 2024 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURES

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. Dated: October 7, 2024 BASANITE, INC. By: /s/ Ali Manav Name: Ali Manav Title: Interim Chief Executive Officer

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View this 8-K filing on SEC EDGAR