TIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of small business issuer as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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File No.
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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).
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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.
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Item 5.02, Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officer.
Resignation:
Effective December 13, 2022 David Koos shall resign as a Director of SYBLEU INC and shall also resign from any and all other offices he may hold of SYBLEU INC (“Resignation”) . In connection with his Resignation Koos has returned any and all common shares directly or indirectly held by Koos to SYBLEU INC. for cancellation. Also in connection with his Resignation Koos and SYBLEU INC have entered into an agreement ( “Separation Agreement”) whereby SYBLEU INC shall pay Koos the sum of $10,000.
Effective December 13, 2022 David Koos shall no longer be affiliated with the Company. David Koos shall not be employed by the Company , David R. Koos shall not be a Director of the Company and David R. Koos shall not directly or indirectly own any of the securities of the Company.
The foregoing description of the Separation Agreement is not complete and is qualified in its entirety by reference to the text of the Separation Agreement , which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated in this Item 5.02 by reference.
Appointments:
On December 9, 2022 Joseph G. Vaini was appointed Chairman and Sole Director of SYBLEU INC effective December 13, 2022. On December 9, 2022 Joseph G. Vaini was appointed Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Chief Accounting Officer of SYBLEU INC effective December 13, 2022.
Joseph G. Vaini, 60, has served as Chief Financial Officer of SYBLEU INC since July21,2020. For the past ten years Mr. Vaini has been a freelance independent consultant assisting microcap companies in complying with securities laws and regulation as well as assisting companies in the preparation of GAAP compliant financial statements. Over the past five years Mr. Vaini has provided consulting services to Bio- Matrix Scientific Group, Inc., Regen Biopharma, Inc. , Entest Group, Inc., and Zander Therapeutics, Inc. Regen Biopharma, Inc. and Zander Therapeutics, Inc. are currently under common control with SYBLEU INC. however such common control will no longer exist upon commencement of Mr.Vaini’s term as Chief Executive Officer. Mr. Vaini does not possess a college degree. Mr. Vaini worked as a registered securities representative holding a Series 7 and Series 63 License between 1989 and 1995.
On December 9, 2022 Harry Lander, Ph.D., M.B.A was appointed Chief Scientific Officer of SYBLEU INC. effective December 9,2022.
Harry Lander, 57, previously served in the following positions:
| Organization: | Title: | Dates: | Primary Business | |||
| Dyo Biotechnologies | Managing Director | January 2019 to the Present | Drug Manufacturing and Laboratory Testing | |||
| Free Solo Therapeutics, Inc. | Chief Executive Officer, Director | May 2021 to the present | Vascular biology organ regeneration company | |||
| Capo Therapeutics, Inc. | Chief Executive Officer, Director | May 2019 to May 2022 | Neurodegenerative disease vaccine company | |||
| Regen BioPharma, Inc. | President and Chief Scientific Officer | October 2015 to January 2019 | Cancer Therapies | |||
| Zander Therapeutics, Inc. | President and Chief Scientific Officer | October 2017 to January 2019 | Veterinary Therapies |
Education:
M.B.A., Finance, 2001
The Stern School of Business, New York, University, New York, NY
Ph.D., Biochemistry, 1992
Cornell University Graduate School of Medical Sciences, New York, NY
B.S., Biochemistry and B.A., Chemistry, 1987
State University of New York at Stony Brook, Stony Brook, NY
Item 1.01 Entry into a Material Definitive Agreement
On December 9, 2022 an agreement (“Agreement”) was entered into by and between SYBLEU INC ( the “Company”) and Joseph G. Vaini (“Vaini”) whereby Vaini has agreed to serve as President, Chief Executive Officer, Secretary, Chief Financial Officer and Secretary, Treasurer and Principal Accounting Officer of the Company subject to the authority of the Company's Board of Directors (the “BOD”). Vaini shall perform such duties commensurate with his offices and as directed the BOD.
The Term of this Agreement shall commence on December 13, 2022 and shall expire on December 13, 2023 unless sooner terminated in accordance with specified provisions contained therein.
As sole compensation for performing his duties pursuant to the Agreement Vaini shall receive 3,000,000 of the Common Shares of the Company ( “Vaini Stock Payment”).Vaini has agreed that for a period of three years from December 9, 2022 Vaini shall not directly or indirectly, offer, issue, sell, contract to sell (including, without limitation, any short sale), grant any option for the sale of, pledge, or otherwise dispose of or transfer the Vaini stock payment.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the text of the Agreement , which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated in this Item 1.01 by reference.
On December 9, 2022 an agreement (“Agreement”) was entered into by and between SYBLEU INC ( the “Company”) and Harry Lander (“Lander”) whereby Lander has agreed to serve as Chief Scientific Officer of the Company subject to the authority of the Company's Board of Directors (the “BOD”). Lander’s duties will include:
Identifying and introducing to the Company Contract Research Organizations
Identifying and introducing to the Company potential strategic partners
Identifying and introducing to the Company potential members for the Company’s Scientific Advisory Board
Assisting the Company in patent application and prosecution.
The Term of this Agreement shall commence on December 9, 2022 and shall expire on December 8, 2025 unless sooner terminated in accordance with specified provisions contained therein.
As sole compensation for performing his duties pursuant to the Agreement Lander shall receive 3,000,000 of the Common Shares of the Company (“Lander Stock Payment”).Lander has agreed that for a period of three years from December 9, 2022 Lander shall not directly or indirectly, offer, issue, sell, contract to sell (including, without limitation, any short sale), grant any option for the sale of, pledge, or otherwise dispose of or transfer the Lander stock payment.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the text of the Agreement , which is attached to this Current Report on Form 8-K as Exhibit 10.3 and incorporated in this Item 1.01 by reference.
Item 5.01 Changes in Control
Due to the events described in Items 5.02 and 1.01 of this Current Report on Form 8-K the Board of Directors of the Company has concluded that a change of control of the Company shall occur as of December 13, 2022.
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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.
| SYBLEU INC. | |
| Dated: December 12, 2022 | By: /s/ David Koos |
| David Koos | |
| Chief Executive Officer |
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Exhibit 10.1
Effective as of 9 am Pacific Standard Time on December 13, 2022 I resign my positions as Chairman of the Board of Directors, Chief Executive Officer and any and all other offices I may hold of SYBLEU INC.
In connection with my resignation I request the cancellation of 6,112,627 common shares of SYBLEU INC. personally owned by me.
/s/David Koos
December 9, 2022
SEPARATION AGREEMENT BY AND BETWEEN DAVID KOOS AND SYBLEU INC.
WHEREAS David Koos (“Koos”) is desirous of resigning as Chairman of the Board of Directors, Chief Executive Officer and any and all other offices Koos holds of SYBLEU INC (“Sybleu”)
WHEREAS Koos has provided valuable services to SYBLEU since inception
THEREFORE
IT IS AGREED AS FOLLOWS:
| 1) | On or before December 13, 2022 Koos shall return 6,112,627 common shares of Sybleu to Sybleu for cancellation and shall resign from any and all offices held at Sybleu |
| 2) | On or before December 20, 2022 Koos shall be paid the amount of $10,000 USD. |
This instrument contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreements of the parties with respect to the subject matter hereof. It may be changed only by an agreement in writing signed by a party against whom enforcement of any waiver, change, modification, extension or discharge is sought.
The terms and conditions of this Agreement shall be governed by and construed in accordance with the laws of the State or California. Any action to enforce this Agreement shall be brought in the state courts located in San Diego County, State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
By/s/David R. Koos
David R. Koos
Chief Executive Officer
By/s/David R. Koos
David R. Koos
Exhibit 10.2
EMPLOYMENT AGREEMENT BETWEEN
SYBLEU INC
AND
Joseph G. Vaini
THIS EMPLOYMENT AGREEMENT (the "Agreement") dated as of December 9, 2022 is entered into between SYBLEU INC, a Wyoming corporation, (the "Company") and Joseph G. Vaini ("Employee").
WITNESSETH:
WHEREAS, Employee and the Company desire to enter into an agreement providing for the employment by the Company of Employee upon the terms provided herein.
REPRESENTATIONS AND WARRANTIES
A) Company hereby represents and warrants to Employee as follows;
(i) Corporate Existence of Company. Company:
(a) is a corporation duly formed, validly existing and in good standing under the laws of the State of Wyoming and
(b) has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement.
(ii) No Conflicts. None of the execution, delivery and performance of this Agreement by Company, or the consummation or the transactions contemplated hereby and thereby
(a) constitutes or will constitute a violation of the organizational documents of Company,
(b) constitutes or will constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of Company, loan agreement, lease or other agreement or instrument to which Company is a party or by which Company or any of its properties may be bound,
(c) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court or Governmental Authority directed to Company or any of its properties in a proceeding to which its property is or was a party.
(B) Employee hereby represents and warrant to Company as follows:
(i) No Conflicts. None of the execution, delivery and performance of this Agreement by Employee, or the consummation of the transactions contemplated hereby and thereby
(a) constitutes or will constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of Trust, loan agreement, lease or other agreement or instrument to which Employee is a party or by which Employee or any of its properties may be bound,
(b) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court or Governmental Authority directed to Employee or any of their properties in a proceeding to which its property is or was a party.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing and the mutual promises and agreements set forth herein, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Employment.
During the Employment Period (as defined in Section 2), the Company hereby employs Employee and Employee hereby accepts employment.
2. Term.
The Term of this Agreement shall commence on December 13, 2022 and shall expire on December 13, 2023 unless sooner terminated in accordance with the provisions of Section 5 hereof; provided, however, that the term of this Agreement may be extended by mutual agreement. The period from the commencement of the term of this Agreement to the date of its expiration or sooner termination shall be considered to be the “Employment Period" hereunder. AT THE END OF THE EMPLOYMENT PERIOD, THIS AGREEMENT MAY BE EXTENDED FOR AN ADDITIONAL YEAR BY WRITTEN MUTUAL CONSENT OF THE PARTIES HERETO.
3. Duties.
Employee shall be granted the title of President, Chief Executive Officer, Secretary, Chief Financial Officer and Secretary, Treasurer and Principal Accounting Officer of the Company subject to the authority of the Company's Board of Directors (the “BOD”). Employee shall perform such duties commensurate with his offices and as directed the BOD.
During the Employment Period, Employee shall perform his duties hereunder in a diligent manner devoting such amount of his business time, attention and efforts to the affairs of the Company within the scope of his employment as is necessary for the proper rendition of such service and shall use his best efforts to promote the best interests of the Company. Employee's services shall be rendered when and as required by the BOD and in accordance with the BOD’s instructions, direction and control.
It is agreed that Employee will only devote such time as to effectively conduct duties and responsibilities associated with this position pursuant to this Agreement.
4. Compensation.
As sole compensation for performing his duties hereunder Employee shall receive 3,000,000 of the Common Shares of the Company ( “Stock Payment”).
Employee acknowledges that any Stock Payment issued pursuant to this Agreement will not be registered pursuant to the Securities Act of 1933 and shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act of 1933, and shall contain the following or an equivalent restrictive legend:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.
Employee agrees to execute and abide by the terms and conditions of that “Lockup Agreement” executed by and between the Company and Employee ( Exhibit 1).
5. Termination.
a. Employee's employment hereunder shall terminate upon the earlier of:
(i) the expiration of the Employment Period,
(ii) the death of Employee,
(iii) the expiration of a continuous period of thirty (30) calendar days during which Employee is unable to perform his material duties due to physical or mental incapacity,
(iv) termination by the Company due to “just cause,”
(v) termination by Employee due to a material breach of this Agreement by the Company. The exercise of the right of the Company or Employee to terminate this Agreement pursuant to clauses (iv) or (v) hereof, as the case may be, shall not abrogate the rights and remedies of the terminating party in respect of the breach giving rise to such termination.
(vi) mutual agreement by and between the Company and the Employee
b. "Just cause" hereunder shall be defined and limited to mean:
(i) Employee's failure or refusal, as determined by the BOD in his sole discretion, to perform specific directives of the BOD which are consistent with the scope and nature of Employee's duties and responsibilities as set forth herein which failure or refusal continues after notice thereof and a reasonable time to cure; such reasonable time to be determined by the BOD.
(ii) Employee's conviction for a felony or any crime involving moral turpitude, fraud, or misrepresentation, or the presentation of proof satisfactory to the BOD in the exercise of his reasonable judgment of Employee's misappropriation or embezzlement of funds or assets from the Company;
(iii) any intentional act having the purpose and effect of injuring the reputation, business or business relationships of the Company in any material respect; and
(iv) any breach by Employee of any material provision of this Agreement, including, without limitation, the restrictive covenants contained in Section 7 hereof.
c. In the event of any dispute regarding the existence of Employee's incapacity hereunder, the matter wil1 be resolved by the determination of a physician qualified to practice medicine in California selected by the BOD. For this purpose, Employee will submit to appropriate medical examinations.
6. Restrictive Covenant.
a. Non-disclosure. Employee has, and during the Employment Period will have, access to confidential information and trade secrets of the Company and its subsidiaries (the "Confidential Information") that may include, among other things:
(i) Financial information
(ii) Supply and services information
(iii) Marketing information
(iv) Personnel information
(v) Customer information
(vi) Product information
(vii) The Company’s procedures, systems, policies and processes of operation.
Employee shall at all times during his employment by the Company and thereafter hold in strictest confidence any and all Confidential Information that may have come or may come into Employee's possession or within Employee's knowledge. Employee agrees that neither he nor any person or entity, directly or indirectly, controlled by or under common control with the Employee (an "Affiliate")will for any reason, except in the course of performing his duties hereunder, for himself or any other person, use or disclose to anyone, exclusive of Company employees, agents, representatives, or independent consultants to the Company or any of its subsidiaries or Affiliates of the Company, any Confidential Information; provided, however, that Employee may disclose Confidential Information which (i) has become generally available to the public other than as a result of a breach of this Agreement by Employee or (ii) Employee is compelled to disclose pursuant to subpoena or an order by a court competent jurisdiction; provided that, if Employee is so required to disclose any Confidential Information pursuant to the foregoing clause (ii), Employee shall provide advance written notice to the Company, to the extent possible, to allow the Company to seek an appropriate protective order therefore (iii) Potential advisors, employees, or investors of the Company where there is a reasonable expectation of confidentiality. All Confidential Information shall remain the Company's property and shall be returned (or, at the Company's option, destroyed) upon the Company's written request.
b. Non-Solicitation of Employees. Employee agrees that from the date hereof and continuing for a period of three years following the termination of this Agreement for whatever reason (the "Non-Compete Period"), neither Employee nor any Affiliate of Employee will solicit or hire for employment any officer, director or employee of the Company who was employed by the Company at any time within twelve months prior to the act of solicitation.
c. Non-Competition. Employee agrees that, other than with the approval of the BOD which approval shall not be unreasonably withheld, during the Employment Period, neither Employee nor any Affiliate of Employee will, directly or indirectly, become a shareholder, director, officer, agent, partner or employee of, or otherwise hold any ownership interest in, any person, firm or entity engaged in any Competitive Business (as defined below) provided, however, that the foregoing shall not prohibit the ownership by Employee of less than ten percent (10%) of the outstanding shares of the stock of any corporation engaged in any Competitive Business, which shares are regularly traded on a national securities exchange or in any over-the-counter market. For the purpose hereof, "Competitive Business" means the ownership, operation, development, marketing of the services related to, or management of therapeutics within the United States.
d. Consideration, Relief, Reformation; Severability. The Company has specifically bargained for the covenants set forth in this Section 6 in consideration for the compensation, experience, and information that Employee will gain or receive in connection with his employment by the Company. Employee agrees that the covenants set forth herein will not preclude Employee from engaging in any lawful profession, trade or business or from being gainfully employed necessary to provide Employee, his family members and dependents a standard of living to which he and they have been accustomed and may expect. Employee acknowledges and agrees that the restrictive covenants in this Section 6 have been specifically negotiated, are reasonable in all respects, including, without limitation, their geographic scope and duration, and may be enforced by specific performance or otherwise. Employee shall not raise any issue of reasonableness as a defense in any proceeding to enforce any of such covenants. Notwithstanding the foregoing, in the event that a covenant included in this Agreement shall be deemed by any court to be unreasonably broad in any respect, it shall be modified or limited in its geographic scope, duration or otherwise to the extent necessary to make it reasonable while preserving its restrictive nature to the maximum degree possible and shall be enforced accordingly; provided however, that if, notwithstanding the foregoing, a court of competent jurisdiction shall hold any of the covenants contained in Sections 6 (a), (b) or (c) to be unenforceable (as so modified), then the unenforceable covenant shall be deemed eliminated from the provisions of this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining covenants to be enforced so that the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected thereby.
7. Developments.
Employee hereby assigns to the Company his entire right, title and interest in all know how, discoveries and improvements, customer lists, trade secrets and ideas, writings and copyrightable material, which may be conceived by Employee or developed or acquired by him during the term of this Agreement, which may pertain directly to the Company's business and were developed with Company resources. Employee agrees to promptly and fully disclose in writing all such developments. Employee will, upon the Company's request, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to entitle the Company to all rights in the foregoing and enable the Company to file and prosecute applications for, and to acquire, maintain and enforce all letters, trademark registrations or copyrights with respect to the foregoing in all countries.
8. Remedies.
Employee acknowledges that any material breach of this Agreement will cause irreparable harm to the Company, that such harm will be difficult if not impossible to ascertain, and that the Company shall be entitled to equitable relief, including injunction, against any actual or threatened breach hereof, without bond and without liability should such relief be denied, modified or vacated. Neither the right to obtain such relief nor the obtaining of such relief shall be exclusive of or preclude the Company from any other remedy.
9. Legal Counsel.
Employee acknowledges that Employee has carefully read this Agreement and understands all of the terms hereof and that Employee has been given the opportunity to discuss this Agreement with Employee's private legal counsel and has availed himself of that opportunity to the extent Employee wishes to do so.
10. Notices.
All notices, requests and other communications under this Agreement shall be in writing and shall be deemed to have been received five business days after having been deposited in the United States Mail and enclosed in a registered or certified post-paid envelope; one day after having been sent by overnight courier on a business day or otherwise at the open of business on the next succeeding business day; when personally delivered or sent by facsimile communications equipment of the sending party on a business day or otherwise at the open of business on the next succeeding business day; and, in each case, addressed to the respective parties at the addresses stated below or to such other changed addresses that the parties may have fixed by notice in accordance herewith.
If to the Company:
SYBLEU INC.
4700 Sprint Street, Suite 304
La Mesa, CA 91942
If to Employee:
Joseph G. Vaini
jvaini@yahoo.com
11. Waiver of Breach.
A waiver by the Company or Employee of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by the other party.
12. Entire Agreement.
This instrument contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreements of the parties with respect to the subject matter hereof. It may be changed only by an agreement in writing signed by a party against whom enforcement of any waiver, change, modification, extension or discharge is sought.
13. Applicable Law.
The terms and conditions of this Agreement shall be governed by and construed in accordance with the laws of the State or California. Any action to enforce this Agreement shall be brought in the state courts located in San Diego County, State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
By/s/David R. Koos
David R. Koos
Chief Executive Officer
By /s/Joseph G. Vaini
Joseph G. Vaini
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Exhibit 1
Lock-Up
Date December 9, 2022
Gentlemen:
For the sum of one US dollar and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by the undersigned, The undersigned shall not (except as permitted below), directly or indirectly, offer, issue, sell, contract to sell (including, without limitation, any short sale), grant any option for the sale of, pledge, or otherwise dispose of or transfer 3,000,000 shares of the Company's Common Stock for a period of three years from the date of this document provided, however, that the foregoing agreement and representation shall not prohibit the transfers of shares, so as long as the lock-up conditions remain in effect to the successor owner, for the purposes of (i) dispositions by gift, will or by the laws of descent and distribution, or otherwise to the undersigned's parents, siblings, spouse, children, or grandchildren, (ii) a trust for the benefit of the undersigned's parents, siblings, spouse, children, or grandchildren, (iii) a partnership, the general partner of which is the undersigned or the undersigned's parents, siblings, spouse, children, or grandchildren, or a corporation or limited liability company, a majority of whose outstanding equity securities is owned of record or beneficially by the undersigned or by any of the foregoing, (iv) an Insider to the Company; provided that, in each case, such transferee agrees in writing to be bound by the terms hereof or in the event that SYBLEU INC. were to be bought out and the entire position is sold to the acquiring person or entity.
The undersigned acknowledges and agrees that the Company may place appropriate stop transfer instructions with the transfer agent of the Common Stock to ensure compliance with this Agreement. The undersigned represents that he, she or it is duly authorized to enter into this Agreement and that this Agreement is a valid and binding agreement of the undersigned and the undersigned's respective successors, heirs, personal representatives and assigns and is enforceable in accordance with the terms.
/s/Joseph G Vaini
Exhibit 10.3
EMPLOYMENT AGREEMENT BETWEEN
SYBLEU INC AND
Harry M. Lander, Ph.D., M.B.A.
THIS EMPLOYMENT AGREEMENT (the "Agreement") dated as of December 9 ,2022 is entered into between SYBLEU INC, a Wyoming corporation, (the "Company") and Harry M. Lander ("Employee").
WITNESSETH:
WHEREAS, Employee and the Company desire to enter into an agreement providing for the employment by the Company of Employee upon the terms provided herein.
REPRESENTATIONS AND WARRANTIES
A) Company hereby represents and warrants to Employee as follows;
(i) Corporate Existence of Company. Company:
(a) is a corporation duly formed, validly existing and in good standing under the laws of the State of Wyoming and
(b) has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement.
(ii) No Conflicts. None of the execution, delivery and performance of this Agreement by Company, or the consummation or the transactions contemplated hereby and thereby
(a) constitutes or will constitute a violation of the organizational documents of Company,
(b) constitutes or will constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of Company, loan agreement, lease or other agreement or instrument to which Company is a party or by which Company or any of its properties may be bound,
(c) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court or Governmental Authority directed to Company or any of its properties in a proceeding to which its property is or was a party.
(B) Employee hereby represents and warrant to Company as follows:
(i) No Conflicts. None of the execution, delivery and performance of this Agreement by Employee, or the consummation of the transactions contemplated hereby and thereby
(a) constitutes or will constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of Trust, loan agreement, lease or other agreement or instrument to which Employee is a party or by which Employee or any of its properties may be bound,
(b) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court or Governmental Authority directed to Employee or any of their properties in a proceeding to which its property is or was a party.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing and the mutual promises and agreements set forth herein, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Employment. During the Employment Period (as defined in Section 2), the Company hereby employs Employee and Employee hereby accepts employment.
2. Term. The Term of this Agreement shall commence on December 9, 2022 and shall expire on December 8, 2025 unless sooner terminated in accordance with the provisions of Section 5 hereof; provided, however, that the term of this Agreement may be extended by mutual agreement. The period from the commencement of the term of this Agreement to the date of its expiration or sooner termination shall be considered to be the “Employment Period" hereunder. AT THE END OF THE EMPLOYMENT PERIOD, THIS AGREEMENT MAY BE EXTENDED FOR AN ADDITIONAL YEAR BY WRITTEN MUTUAL CONSENT OF THE PARTIES HERETO.
3. Duties. Employee shall be granted the title of Chief Scientific Officer of the Company subject to the authority of the Company's Chief Executive Officer (the “CEO”). Employee shall perform such duties commensurate with his office and as directed the CEO such duties to include, but not be limited to:
See Schedule 1.
Employee shall not be granted authority to bind the Company to any third parties.
During the Employment Period, Employee shall perform his duties hereunder in a diligent manner, subject to the provisions of Schedule 1 of this Agreement; devoting such amount of his business time, attention and efforts to the affairs of the Company within the scope of his employment as is necessary for the proper rendition of such service and shall use his best efforts to promote the best interests of the Company. Employee's services shall be rendered when and as required by the Board and in accordance with his instructions, direction and control.
It is agreed that Employee will only devote such time as to effectively conduct duties and responsibilities associated with this position pursuant to this Agreement.
4. Compensation
As sole compensation for performing his duties hereunder Employee shall receive 3,000,000 of the Common Shares of the Company (“Stock Payment”).
Employee acknowledges that any Stock Payment issued pursuant to this Agreement will not be registered pursuant to the Securities Act of 1933 and shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act of 1933, and shall contain the following or an equivalent restrictive legend:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.
Employee agrees to execute and abide by the terms and conditions of that “Lockup Agreement” executed by and between the Company and Employee ( Exhibit 1).
5. Termination.
a. Employee's employment hereunder shall terminate upon the earlier of:
(i) the expiration of the Employment Period,
(ii) the death of Employee,
(iii) the expiration of a continuous period of thirty (30) calendar days during which Employee is unable to perform his material duties due to physical or mental incapacity,
(iv) termination by the Company due to “just cause,”
(v) termination by Employee due to a material breach of this Agreement by the Company. The exercise of the right of the Company or Employee to terminate this Agreement pursuant to clauses (iv) or (v) hereof, as the case may be, shall not abrogate the rights and remedies of the terminating party in respect of the breach giving rise to such termination.
b. "Just cause" hereunder shall be defined and limited to mean:
(i) Employee's failure or refusal, as determined by the CEO in his sole discretion, to perform specific directives of the CEO which are consistent with the scope and nature of Employee's duties and responsibilities as set forth herein (including the duties described in Section 3), which failure or refusal continues after notice thereof and a reasonable time to cure; such reasonable time to be determined by the CEO.
(ii) Employee's conviction for a felony or any crime involving moral turpitude, fraud, or misrepresentation, or the presentation of proof satisfactory to the CEO in the exercise of his reasonable judgment of Employee's misappropriation or embezzlement of funds or assets from the Company;
(iii) any intentional act having the purpose and effect of injuring the reputation, business or business relationships of the Company in any material respect; and
(iv) any breach by Employee of any material provision of this Agreement, including, without limitation, the restrictive covenants contained in Section 7 hereof.
c. In the event of any dispute regarding the existence of Employee's incapacity hereunder, the matter wil1 be resolved by the determination of a physician qualified to practice medicine in California selected by the CEO. For this purpose, Employee will submit to appropriate medical examinations.
d. If Employee's employment hereunder is terminated pursuant to Section 6, the Company shall have no further obligations or liabilities hereunder.
6. Restrictive Covenant.
a. Non-disclosure. Employee has, and during the Employment Period will have, access to confidential information and trade secrets of the Company and its subsidiaries (the "Confidential Information") that may include, among other things:
(i) Financial information
(ii) Supply and services information
(iii) Marketing information
(iv) Personnel information
(v) Customer information
(vi) Product information
(vii) The Company’s procedures, systems, policies and processes of operation.
Employee shall at all times during his employment by the Company and thereafter hold in strictest confidence any and all Confidential Information that may have come or may come into Employee's possession or within Employee's knowledge. Employee agrees that neither he nor any person or entity, directly or indirectly, controlled by or under common control with the Employee (an "Affiliate")will for any reason, except in the course of performing his duties hereunder, for himself or any other person, use or disclose to anyone, exclusive of Company employees, agents, representatives, or independent consultants to the Company or any of its subsidiaries or Affiliates of the Company, any Confidential Information; provided, however, that Employee may disclose Confidential Information which (i) has become generally available to the public other than as a result of a breach of this Agreement by Employee or (ii) Employee is compelled to disclose pursuant to subpoena or an order by a court competent jurisdiction; provided that, if Employee is so required to disclose any Confidential Information pursuant to the foregoing clause (ii), Employee shall provide advance written notice to the Company, to the extent possible, to allow the Company to seek an appropriate protective order therefore (iii) Potential advisors, employees, or investors of the Company where there is a reasonable expectation of confidentiality. All Confidential Information shall remain the Company's property and shall be returned (or, at the Company's option, destroyed) upon the Company's written request.
b. Non-Solicitation of Employees. Employee agrees that from the date hereof and continuing for a period of three years following the termination of this Agreement for whatever reason (the "Non-Compete Period"), neither Employee nor any Affiliate of Employee will solicit or hire for employment any officer, director or employee of the Company who was employed by the Company at any time within twelve months prior to the act of solicitation.
c. Non-Competition. Employee agrees that, other than with the approval of the CEO, which approval shall not be unreasonably withheld, during the Employment Period, neither Employee nor any Affiliate of Employee will, directly or indirectly, become a shareholder, director, officer, agent, partner or employee of, or otherwise hold any ownership interest in, any person, firm or entity engaged in any Competitive Business (as defined below), engage as a sole proprietor in any Competitive Business or otherwise engage or participate in any Competitive Business; provided, however, that the foregoing shall not prohibit the ownership by Employee of less than ten percent (10%) of the outstanding shares of the stock of any corporation engaged in any Competitive Business, which shares are regularly traded on a national securities exchange or in any over-the-counter market. For the purpose hereof, "Competitive Business" means the ownership, operation, development, marketing of the services related to, or management of therapeutics within the United States.
d. Consideration, Relief, Reformation; Severability. The Company has specifically bargained for the covenants set forth in this Section 6 in consideration for the compensation, experience, and information that Employee will gain or receive in connection with his employment by the Company. Employee agrees that the covenants set forth herein will not preclude Employee from engaging in any lawful profession, trade or business or from being gainfully employed necessary to provide Employee, his family members and dependents a standard of living to which he and they have been accustomed and may expect. Employee acknowledges and agrees that the restrictive covenants in this Section 6 have been specifically negotiated, are reasonable in all respects, including, without limitation, their geographic scope and duration, and may be enforced by specific performance or otherwise. Employee shall not raise any issue of reasonableness as a defense in any proceeding to enforce any of such covenants. Notwithstanding the foregoing, in the event that a covenant included in this Agreement shall be deemed by any court to be unreasonably broad in any respect, it shall be modified or limited in its geographic scope, duration or otherwise to the extent necessary to make it reasonable while preserving its restrictive nature to the maximum degree possible and shall be enforced accordingly; provided however, that if, notwithstanding the foregoing, a court of competent jurisdiction shall hold any of the covenants contained in Sections 7 (a), (b) or (c) to be unenforceable (as so modified), then the unenforceable covenant shall be deemed eliminated from the provisions of this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining covenants to be enforced so that the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected thereby.
7. Developments.
Employee hereby assigns to the Company his entire right, title and interest in all know how, discoveries and improvements, customer lists, trade secrets and ideas, writings and copyrightable material, which may be conceived by Employee or developed or acquired by him during the term of this Agreement, which may pertain directly to the Company's business and were developed with Company resources. Employee agrees to promptly and fully disclose in writing all such developments. Employee will, upon the Company's request, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to entitle the Company to all rights in the foregoing and enable the Company to file and prosecute applications for, and to acquire, maintain and enforce all letters, trademark registrations or copyrights with respect to the foregoing in all countries.
8. Remedies.
Employee acknowledges that any material breach of this Agreement will cause irreparable harm to the Company, that such harm will be difficult if not impossible to ascertain, and that the Company shall be entitled to equitable relief, including injunction, against any actual or threatened breach hereof, without bond and without liability should such relief be denied, modified or vacated. Neither the right to obtain such relief nor the obtaining of such relief shall be exclusive of or preclude the Company from any other remedy.
9. Legal Counsel.
Employee acknowledges that Employee has carefully read this Agreement and understands all of the terms hereof and that Employee has been given the opportunity to discuss this Agreement with Employee's private legal counsel and has availed himself of that opportunity to the extent Employee wishes to do so.
10. Notices.
All notices, requests and other communications under this Agreement shall be in writing and shall be deemed to have been received five business days after having been deposited in the United States Mail and enclosed in a registered or certified post-paid envelope; one day after having been sent by overnight courier on a business day or otherwise at the open of business on the next succeeding business day; when personally delivered or sent by facsimile communications equipment of the sending party on a business day or otherwise at the open of business on the next succeeding business day; and, in each case, addressed to the respective parties at the addresses stated below or to such other changed addresses that the parties may have fixed by notice in accordance herewith.
If to the Company:
SYBLEU INC.
4700 Sprint Street, Suite 304
La Mesa, CA 91942
Attn: David Koos, CEO
If to Employee:
Harry M. Lander, Ph.D., M.B.A.
hazhml@aol.com
11. Waiver of Breach.
A waiver by the Company or Employee of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by the other party.
12. Entire Agreement.
This instrument contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreements of the parties with respect to the subject matter hereof. It may be changed only by an agreement in writing signed by a party against whom enforcement of any waiver, change, modification, extension or discharge is sought.
13. Applicable Law.
The terms and conditions of this Agreement shall be governed by and construed in accordance with the laws of the State or California. Any action to enforce this Agreement shall be brought in the state courts located in San Diego County, State of California.
IN WHITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
By: /s/David R. Koos
David R. Koos
Chief Executive Officer
By: /s/Harry Lander
Harry M. Lander, Ph.D., M.B.A.
| 1 |
Schedule 1.
Identify and introduce to the Company Contract Research Organizations
Identify and introduce to the Company potential strategic partners
Identify and introduce to the Company potential members for the Company’s Scientific Advisory Board
Assist the Company in patent application and prosecution
Lock-Up
Date: December 9, 2022
Gentlemen:
For the sum of one US dollar and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by the undersigned, The undersigned shall not (except as permitted below), directly or indirectly, offer, issue, sell, contract to sell (including, without limitation, any short sale), grant any option for the sale of, pledge, or otherwise dispose of or transfer 3,000,000 shares of the Company's Common Stock for a period of 3 years from the date of this document provided, however, that the foregoing agreement and representation shall not prohibit the transfers of shares, so as long as the lock-up conditions remain in effect to the successor owner, for the purposes of (i) dispositions by gift, will or by the laws of descent and distribution, or otherwise to the undersigned's parents, siblings, spouse, children, or grandchildren, (ii) a trust for the benefit of the undersigned's parents, siblings, spouse, children, or grandchildren, (iii) a partnership, the general partner of which is the undersigned or the undersigned's parents, siblings, spouse, children, or grandchildren, or a corporation or limited liability company, a majority of whose outstanding equity securities is owned of record or beneficially by the undersigned or by any of the foregoing, (iv) an Insider to the Company; provided that, in each case, such transferee agrees in writing to be bound by the terms hereof or in the event that SYBLEU INC. were to be bought out and the entire position is sold to the acquiring person or entity.
The undersigned acknowledges and agrees that the Company may place appropriate stop transfer instructions with the transfer agent of the Common Stock to ensure compliance with this Agreement. The undersigned represents that he, she or it is duly authorized to enter into this Agreement and that this Agreement is a valid and binding agreement of the undersigned and the undersigned's respective successors, heirs, personal representatives and assigns and is enforceable in accordance with the terms.
/s/Harry Lander
Cover |
Dec. 09, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Dec. 09, 2022 |
| Entity File Number | 333-248059 |
| Entity Registrant Name | SYBLEU INC. |
| Entity Central Index Key | 0001818674 |
| Entity Tax Identification Number | 45-5192997 |
| Entity Incorporation, State or Country Code | WY |
| Entity Address, Address Line One | 4700 Spring Street |
| Entity Address, Address Line Two | St 304 |
| Entity Address, City or Town | La Mesa |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 91942 |
| City Area Code | (619) |
| Local Phone Number | 227-9192 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |
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