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UNITED
STATES
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) July 17, 2023
AERWINS
Technologies Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40734 |
|
86-2049355 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
Shiba
Koen Annex 6 f, Shiba Koen 3-chome, Minato-ku,
Tokyo
Japan |
|
105-0011 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code +813-6409-6761
(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 obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
☐ |
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 |
N/A
|
|
N/A |
|
N/A |
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.
Appointment
of Executive Chairman and President.
On
July 18, 2023,
the Board of Directors (the “Board”) of AERWINS Technologies Inc. (the “Company”) appointed Mr. Kiran Sidhu as
Executive Chairman and President of the Company. On the same date, Mr. Sidhu simultaneously resigned from his position as Chairman of
the Board, in which he has served in since May 15, 2023.
In
addition to his service with the Company, Mr. Sidhu, age 58, is the Managing Member of Catalyst Capital LLC, founded in January 1999.
Catalyst invests in early-stage companies, including technology, biotechnology, and cannabis. Prior to his service to the Company, Mr.
Sidhu served as the CEO and a Director of Halo Collective (NEO: HALO), a multi-state cannabis operator, from September 2018 to June 2022.
He has also been the CEO of ANM, Inc. (“ANM”), a wholly owned subsidiary of Halo Collective, since April 2016.
Mr.
Sidhu was previously a non-executive director and audit committee chairman of Namaste Technologies Inc. (TSX-V: N), a technology company
that provided cannabis-related marketplaces for products and services in 20 countries from October 2016 to February 2019. Additionally,
Mr. Sidhu was the Chairman and CEO of Transact Network Ltd., a leading EU electronic money institution, which was later sold to The Bancorp,
Inc. (NYSE: TBBK) in 2011. Before founding Transact Network Ltd., he held the position of Managing Director of Aspen Communications,
an Indian outsourcing company provides e-commerce fraud detection, accounting, customer support, systems support, and data analytics
services to e-commerce companies. Mr. Sidhu currently serves as a non-executive director of Aspen Communications.
Earlier
in his career, Mr. Sidhu served as the CFO of On Stage Entertainment (NASDAQ: ONST) and oversaw its initial public offering. He also
co-founded Nano Universe PLC (LSE-AIM: NANO) and served as the Finance Director, overseeing the company’s listing on the LSE-AIM.
In addition, Mr. Sidhu worked as a Manager in Price Waterhouse’s strategic consulting group in Los Angeles and a Senior Associate
in mergers and acquisitions at Merrill Lynch Capital Markets in New York. He graduated with honors in Computer Science from Brown University
in 1985, and earned an MBA in Finance from the Wharton School of Business in 1987.
Appointment
of Director.
On
July 18, 2023,
the Board of Directors expanded the Board by one person, to a total of seven persons, appointing Mr. Robert Lim as a Director of the
Company, filling the newly created vacancy. Mr. Lim’s term is to serve in such position until his earlier death, resignation or
removal from office.
Mr.
Lim is the principal and cofounder of a law firm, De Novo Law Corporation located in Vancouver, BC Canada that primarily practices corporate/commercial
law and civil litigation. Mr. Lim co-founded De Novo Law Corporation in March 2023 after he ended his term as the founder and principal
of Robert Bradley Lim Law Corporation - his legal practice which he started in June 2021. Before being called to the bar as a lawyer,
he worked as an articling student/lawyer from Sept 2021 - May 2022 and a legal assistant from Sept 2020 - August 2021 at a real estate
and business law focused law firm called Winright Law Corporation. Prior to becoming a lawyer, he came from a marketing background -
having previously worked as a marketing coordinator for an environmental consulting firm in 2017 called NEXT Environmental. In 2018,
he began his own digital marketing agency and provided digital marketing services to clients throughout British Columbia.
After
evaluation, the Board determined that Mr. Lim qualifies as an “independent director” pursuant to the definition of independence
under the listing rules of the Nasdaq and applicable SEC rules and based on the review summarized above.
Resignation
of Directors.
As
mentioned above under Appointment of Executive Chairman and President, On July 18,
2023, upon his appointment as Executive Chairman and President
of the Company, Mr. Kiran Sidhu resigned from his position as Chairman of the Board, where he served since May 15, 2023. Mr. Sidhu’s
resignation as Chairman of the Board is not the result of any dispute or disagreement with the Company or the Board on any matter relating
to the operations, policies or practices of the Company.
On
July 17, 2023,
Mr. Daisuke Katano, the Company’s Chief Operating Officer and Board of Directors Member, notified the Board that he has resigned
from his Board of Directors role only, effective immediately. Mr. Katano will remain in his role as Chief Operating Officer. Mr. Katano’s
resignation is not the result of any dispute or disagreement with the Company or the Board on any matter relating to the operations,
policies or practices of the Company.
In
accordance with the requirements of Item 5.02(a) of Form 8-K, the Company has provided Mr. Sidhu and Mr. Katano with a copy of the disclosures
contained in this Current Report on Form 8-K no later than the day of filing this Form 8-K with the Securities and Exchange Commission.
Reconstitution
of the Committees and their Members.
On
July 18, the
Board deemed it in the best interests of the Corporation to amend the composition of the Committees of the Board, reconstituted and shall
be comprised of the following persons. It has also been determined that any persons not named below are hereby removed from the applicable
Committee to the extent previously serving thereon:
|
● |
The
Audit Committee shall be comprised of the following persons: Katharyn Field as Audit Committee Chair; Robert Lim; and, Pavanveer
Gill. |
|
● |
The
Compensation Committee shall be comprised of the following persons: Pavanveer Gill as Compensation Committee Chair; Robert Lim; and,
Katharyn Field. |
|
● |
The
Nominating and Corporation Governance Committee shall be comprised of the following persons: Robert Lim as Nominating and Corporation
Governance Committee; Katharyn Field; and, Pavanveer Gill. |
Formation
of Special Committee for Evaluation and Recommendation of Funding Alternatives. Appointment of Directors to Committee.
On
July 18, 2023,
the Board formed a new committee. The “Funding Committee of the Board” shall be comprised on the following persons: Katharyn
Field as Chair of the Committee; Mr. Lim; and, Mr. Katano. The purpose of the committee is to consider funding alternatives and make
recommendations on such alternatives to the Board.
Item
8.01 Other Events.
Independence
and Audit Committee Financial Expert Evaluation of Katharyn Field.
On
July 18, 2023,
the Board has completed the evaluation of the independence of Katharyn Field and whether Ms. Field is considered an independent director
for purposes of the audit committee composition requirements under listing standards and applicable SEC rules. After its evaluation,
the Board has determined that Ms. Field qualifies as an independent director under the applicable Nasdaq rules and has also affirmatively
determined that Ms. Field also qualifies as an independent director for purposes of audit committee membership under the applicable Nasdaq
rules and SEC rules. The Board has further determined that Ms. Field qualifies as an audit committee financial expert as defined under
SEC rules and that reports filed by the Company with the SEC will name her as such an expert.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit |
|
|
Number |
|
Description |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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 thereunto duly authorized.
Date:
July 20, 2023 |
AERWINS
Technologies Inc. |
|
|
|
|
By: |
/s/
Taiji Ito |
|
|
Taiji
Ito |
|
|
Chief
Executive Officer |
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