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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): September 20, 2023

 

 

 

Unicoin, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   000-56276   47-4360035

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

228 Park Ave South 16065

New York, New York

  10003
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number including area code: (844) 384-5069

 

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 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: Not Applicable

 

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.

 

On September 20, 2023, the Board of Directors (“Board”) of Unicoin Inc. (the “Company”) notified director Christopher Carter that his initial one-year term on the Board had expired and that his service on the Board has ended. Mr. Carter was notified by a letter from the Company’s voting directors. There were no disagreements with Mr. Carter relating to the Company’s operations, policies or practices.

 

On September 21, 2023, the Board elected Guillermo Diaz to serve as a new member of the Board, effective September 21, 2023 with an initial term of one year (“Initial Term”). During the Initial Term, directors have no voting rights. The Initial Term may be extended once or multiple times by the chairperson of the Board, at her or his discretion, in recognition of outstanding contributions to the growth of the Company. Mr. Diaz’s committee membership will be decided by the Board at a later date. Mr. Diaz will receive 100,000 Unicoins per month for his service on the Board. There is no arrangement or understanding between Mr. Diaz and any other person pursuant to which he was appointed as a director. There are no transactions between Mr. Diaz and the Company that would be reportable under Item 404(a) of Regulation S-K.

 

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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.

 

UNICOIN INC.,  
     
By:

/s/ Richard Devlin

 
Name: Richard Devlin  
Title: Senior Vice President and General Counsel  

 

Dated: September 26, 2023

 

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