SilverSun Technologies DEFA14A Filing

TL;DR

SilverSun Tech (SSNT) filed its proxy statement - annual meeting details, exec pay, board stuff. Vote your shares!

AI Summary

SilverSun Technologies, Inc. filed a DEFA14A on April 15, 2024, related to its annual meeting of stockholders. The filing details the company's board of directors, executive compensation, and other corporate governance matters. It also includes information about the company's former names, Trey Resources Inc. and Trey Industries Inc., with name changes occurring in 2005 and 2003 respectively.

Why It Matters

This filing provides crucial information for shareholders regarding the company's governance, executive compensation, and voting matters ahead of their annual meeting.

Risk Assessment

Risk Level: low — This is a routine proxy filing (DEFA14A) providing information to shareholders, not a filing indicating significant financial events or risks.

Key Players & Entities

• SilverSun Technologies, Inc. (company) — Filer of the DEFA14A
• Trey Resources Inc. (company) — Former name of SilverSun Technologies
• Trey Industries Inc. (company) — Former name of SilverSun Technologies
• 0001213900-24-032762 (filing_id) — Accession number for the filing
• 20240415 (date) — Filing date

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 per share SSNT The Nasdaq Stock Mar
• $1,000,000,000 — ggregate investment by the Investors of $1,000,000,000 in cash in the Company (collectively, t
• $17,400,000 — o receive an aggregate cash dividend of $17,400,000 (amended from the aggregate cash divide
• $2,500,000 — ded from the aggregate cash dividend of $2,500,000 contemplated by the Original Investment
• $3,000,000 — yment to Mark Meller in an amount up to $3,000,000 to be paid no later than the second reg
• $1,120,000 — eceive an initial annual base salary of $1,120,000, less all applicable withholdings and d
• $100 — over the prior five year period, minus $100. The Meller Offer Letter also provides

Filing Documents

• ea0203889-8k_silversun.htm (DEFA14A) — 66KB
• ea020388901ex2-1_silversun.htm (EX-2.1) — 1280KB
• ea020388901ex10-1_silversun.htm (EX-10.1) — 19KB
• ea020388901ex10-2_silversun.htm (EX-10.2) — 36KB
• ea020388901ex99-1_silversun.htm (EX-99.1) — 82KB
• 0001213900-24-032762.txt ( ) — 1485KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement . Amended and Restated Investment Agreement As previously disclosed on a Current Report on Form 8-K filed on December 4, 2023 (the " Prior Form 8-K "), on December 3, 2023, SilverSun Technologies, Inc., a Delaware corporation (" SilverSun " or the " Company "), entered into an Investment Agreement (the " Original Investment Agreement "), with Jacobs Private Equity II, LLC, a Delaware limited liability company (" JPE "), and the other investors party thereto (collectively with JPE, the " Investors "), providing for, among other things, an aggregate investment by the Investors of $1,000,000,000 in cash in the Company (collectively, the " Equity Investment ") and a spin-off of the Company's existing business to its legacy stockholders (the " Spin-Off "). On April 14, 2024, the Company entered into an Amended and Restated Investment Agreement (the " A&R Investment Agreement ") with JPE (on behalf of itself and on behalf of each of the other Investors) amending and restating the Original Investment Agreement. Pursuant to the A&R Investment Agreement, among other amendments to the Original Investment Agreement, the Spin-Off will not occur, and the Company's existing business will continue to be owned by the Company. The Company's stockholders as of the date that is one day prior to the closing of the Equity Investment will be entitled to receive an aggregate cash dividend of $17,400,000 (amended from the aggregate cash dividend of $2,500,000 contemplated by the Original Investment Agreement), to be paid from proceeds received by the Company from the Equity Investment, and SilverSun's existing operations will be retained. The other material terms of the other transactions contemplated by the Original Investment Agreement, including the Equity Investment, are not affected by the amendments contained in the A&R Investment Agreement. The transactions contemplated by the A&R Investment Agreement, which have been approv

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities . Investment Agreement, the Securities (as defined in the A&R Investment Agreement) will be issued only to the accredited investors party to the A&R Investment Agreement, in accordance with Section 4(a)(2) of the Securities Act of 1933, as amended, as an offering not involving any public offering. The terms of the Securities set forth under Item 1.01 of the Prior Form 8-K herein are hereby incorporated by reference into this Item 3.02.

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Concurrently with the execution and delivery of the A&R Investment Agreement on April 14, 2024, Mr. Meller entered into an amended and restated letter agreement with the Company (the " A&R Meller Letter Agreement ") and an offer letter with the Company (the " Meller Offer Letter "). A&R Meller Letter Agreement Pursuant to the A&R Meller Letter Agreement, the Amended and Restated Employment Agreement, dated as of February 4, 2016 by and between Mark Meller and the Company (the " Meller Employment Agreement ") will be terminated and liquidated as of immediately prior to the closing of the Equity Investment. of the Meller Employment Agreement the Company will pay a lump sum cash severance payment to Mark Meller in an amount up to $3,000,000 to be paid no later than the second regularly scheduled payroll date following the closing of the Equity Investment. This payment will be in full satisfaction of all of the Company's obligations under the Meller Employment Agreement. Meller Offer Letter Pursuant to the Meller Offer Letter, Mr. Meller will serve as President, SilverSun Technologies for a term commencing on the closing of the Equity Investment through September 14, 2028. He will receive an initial annual base salary of $1,120,000, less all applicable withholdings and deductions. Subject to his continued employment, his annual base salary will increase by 10% on each of (i) the later of September 14, 2024 and the closing of the Equity Investment, (ii) September 14, 2025 and (iii) every subsequent anniversary of September 14, 2025 for the remainder of the term. If Mr. Meller's employment is terminated without "cause" (as defined in the Meller Offer Letter), then Mr. Meller will receive a lump sum cash payment, subject to the execution and non-revocation of a r

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements. Statements that are not historical facts, including statements about beliefs or expectations, are forward-looking statements. These statements are based on plans, estimates, expectations and projections at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as "may," "will," "should," "expect," "opportunity," "intend," "plan," "anticipate," "believe," "estimate," "predict," "potential," "target," "goal" or "continue," or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. Factors that could cause actual results to differ materially from those described in this press release include, among others: un certainties as to the completion of the Equity Investment and the other transactions contemplated by the A&R Investment Agreement, including the risk that one or more of the transactions may involve unexpected costs, liabilities or delays; risks associated with potential significant volatility and fluctuations in the market price of SilverSun's common stock; risks associated with the Company's relatively low public float, which may result in its common stock experiencing significant price volatility; the possibility that competing transaction proposals for the Company may be made; risks associated with raising additional equity or debt capital from public or private markets to pursue the Company's business plan following the closing of the Equity Investment, including in an amount that may significantly exceed the amount of the Equity Investment, and the effects that raising such capital may h

Forward-looking statements

Forward-looking statements included in this Current Report on Form 8-K speak only as of the date each statement is made. Neither the Company nor any person undertakes any obligation to update any of these statements in light of new information or future events, except to the extent required by applicable law.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 2.1 Amended and Restated Investment Agreement, dated April 14, 2024, by and among SilverSun Technologies, Inc. and Jacobs Private Equity II, LLC (on behalf of itself and on behalf of each of the other Investors). 10.1 Amended and Restated Meller Letter Agreement, dated April 14, 2024, by and between SilverSun Technologies, Inc. and Mark Meller. 10.2 Meller Offer Letter, dated April 14, 2024, by and between SilverSun Technologies, Inc. and Mark Meller 99.1 Voting and Support Agreement, dated April 14, 2024, by and between Jacobs Private Equity II, LLC, Mark Meller, Sharieve Meller Family Trust and Mark M. Meller Family Trust. 104 Cover Page Interactive Data File (formatted as Inline XBRL). * Certain schedules and similar attachments have been omitted in reliance on Item 601(a)(5) of Regulation S-K. The Company will provide, on a supplemental basis, a copy of any omitted schedule or attachment to the SEC or its staff upon request. 5 SIGNATURE 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. SILVERSUN TECHNOLOGIES, INC. Date: April 15, 2024 By: /s/ Mark Meller Mark Meller Chief Executive Officer 6

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