Ispire Technology Inc. Announces Director Changes and Compensatory Arrangements
Ticker: ISPR · Form: 8-K · Filed: Jun 28, 2024 · CIK: 1948455
Sentiment: neutral
Topics: director-change, executive-compensation, governance
TL;DR
Ispire Tech board shakeup: Jianing Wu out as director, back in as Chairman. New exec pay details too.
AI Summary
On June 25, 2024, Ispire Technology Inc. filed an 8-K report detailing several key events. The company announced the departure of director Jianing Wu and the appointment of new directors, including Chairman of the Board, Jianing Wu, and independent director, Jianing Wu. Additionally, the company disclosed compensatory arrangements for certain officers and submitted matters to a vote of security holders.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Director changes and new compensatory arrangements can introduce uncertainty regarding leadership stability and future financial commitments.
Key Players & Entities
- Ispire Technology Inc. (company) — Registrant
- Jianing Wu (person) — Director, Chairman of the Board
FAQ
Who has been appointed as the new Chairman of the Board?
Jianing Wu has been appointed as the new Chairman of the Board.
What is the date of the earliest event reported in this 8-K filing?
The date of the earliest event reported is June 25, 2024.
What specific items are covered in this 8-K filing?
This 8-K covers the departure of directors, election of directors, appointment of certain officers, compensatory arrangements of certain officers, submission of matters to a vote of security holders, and financial statements and exhibits.
What is the principal executive office address for Ispire Technology Inc.?
The principal executive office address is 19700 Magellan Drive, Los Angeles, CA 90502.
Has Jianing Wu departed from the board of directors?
Yes, Jianing Wu has departed as a director, but has also been appointed as Chairman of the Board and an independent director.
Filing Stats: 1,358 words · 5 min read · ~5 pages · Grade level 11.8 · Accepted 2024-06-28 17:00:11
Key Financial Figures
- $0.0001 — registered Common Stock, par value $0.0001 per share ISPR The Nasdaq Stock Mar
- $410,000 — i will receive an annual base salary of $410,000, which may be increased from time to ti
- $400,000 — a will receive an annual base salary of $400,000, which may be increased from time to ti
Filing Documents
- ea0208708-8k_ispire.htm (8-K) — 74KB
- ea020870801ex10-1_ispire.htm (EX-10.1) — 78KB
- ea020870801ex10-2_ispire.htm (EX-10.2) — 76KB
- 0001213900-24-057255.txt ( ) — 441KB
- ispr-20240625.xsd (EX-101.SCH) — 3KB
- ispr-20240625_lab.xml (EX-101.LAB) — 33KB
- ispr-20240625_pre.xml (EX-101.PRE) — 22KB
- ea0208708-8k_ispire_htm.xml (XML) — 4KB
From the Filing
UNITED 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 25, 2024 Ispire Technology Inc. (Exact name of registrant as specified in its charter) Delaware 001-41680 84-5106049 (State or other jurisdiction of incorporation or organization) (Commission file number) (IRS Employer Identification No.) 19700 Magellan Drive Los Angeles , CA 90502 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (310) 742-9975 Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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(s) Name of each exchange on which registered Common Stock, par value $0.0001 per share ISPR The Nasdaq Stock Market LLC 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. Rouhani Employment Agreement On June 25, 2024, Ispire Technology Inc. (the "Company") entered into an executive employment agreement with Mr. Tirdad Rouhani, the Company's President (the "Rouhani Agreement"). The Rouhani agreement has a three-year term and continues on a year-to-year basis unless terminated by either the Company or Mr. Rouhani on written notice given not later than 180 days prior to the expiration of the initial term or any one-year extension. Mr. Rouhani will receive an annual base salary of $410,000, which may be increased from time to time, but not decreased, during the term of the Rouhani Agreement. Mr. Rouhani is eligible for an annual discretionary bonus with a bonus target of 50% of his annual base salary, subject to the discretion of the Compensation Committee of the Company's Board of Directors (the "Compensation Committee"). Mr. Rouhani is eligible for any fringe benefits offered by the company on the same terms and conditions as other executives, including group health benefits and a 401k retirement plan. In the event Mr. Rouhani is terminated without Cause or resigns for Good Reason, Mr. Rouhani is entitled to severance in the amount of twelve months' then-applicable base salary and immediate accelerated vesting of 50% of any unvested Equity Grants (as that term is defined in the Company's 2020 Equity Incentive Plan (the "Plan")) that Mr. Rouhani has received under the Plan, regardless of the terms of the Plan or any award agreement. The Rouhani Agreement contains customary assignment of invention and confidentiality provisions. The foregoing description of the Rouhani Agreement does not purport to be complete and is qualified in its entirety by reference to the Rouhani Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K. Przybyla Employment Agreement On June 25, 2024, the Company entered into an executive employment agreement with Mr. Steven Przybyla, the Company's Chief Legal Officer and Secretary (the "Przybyla Agreement"). Mr. Przybyla's employment with the Company is at will and may be terminated by either Mr. Przybyla or the Company at any time, for any reason, or no reason. Mr. Przybyla will receive an annual base salary of $400,000, which may be increased from time to time, but not decreased, during the term of his employment. Mr. Przybyla is eligible for an annual discretionary bonus with a bonus target of 50% of his annual base salary, subject to the discretion of the Compensation Committee. Mr. Pzybyla is eligible for any fringe benefits offered by the company on the same terms and conditions as other executives, including group health benefits and a 401k retirement plan. The Company has agreed to bear the costs associated with Mr. Pzybyla's maintenance of his profess