UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Explanatory Note
This Amendment No. 1 to the Form 8-K (this “Amendment”) amends the Form 8-K (the “Original Form 8-K”) of Unicoin Inc. (the “Company”), which was filed with the Securities and Exchange Commission on March 14, 2025. This Amendment is being filed solely to correct a typographical error regarding the date of the Service Agreement with Mr. Montoya that was included in the description of the Service Agreement under Item 5.02 of the Original Form 8-K.
Except as described above, this Amendment does not update or modify any other information presented in the Original Form 8-K and does not reflect events occurring after the Original Form 8-K’s filing date of March 14, 2025.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 10, 2025, Mariano Dall’Orso, Chief Operating Officer of Unicoin Inc. (the “Company”), was named as a Strategic Advisor to the Chief Executive Officer, effective March 10, 2025, and Mr. Dall’Orso no longer holds the title of Chief Operating Officer of the Company.
In addition, on March 10, 2025, the Company appointed Germán Montoya to serve as Chief Operating Officer, effective immediately.
Mr. Montoya, age 52, has over two decades of experience in technological transformation, venture building and strategic growth. Prior to joining the Company, Mr. Montoya served as the founder and Chief Executive Officer of Wao!, a social e-commerce platform, from October 2020 to February 2024, where he also served as a board member until August 2024. Previously, Mr. Montoya served as founding partner of Fuel Venture Capital, a technology fund, from January 2017 to December 2019. Additionally, Mr. Montoya currently serves as a board member of Rokk3r, which he co-founded in 2012, and AdMobilize, where has served as a board member since 2012. Mr. Montoya received a BS in Applied Economics and Business Management from Cornell University and received a fellowship in Economics at the Harvard Kennedy School.
There are no arrangements or understandings between Mr. Montoya and any other person pursuant to which Mr. Montoya was appointed as Chief Operating Officer. There are no family relationships between Mr. Montoya and any of the Company’s existing directors or executive officers, and there are no transactions between Mr. Montoya and the Company that would be reportable under Item 404(a) of Regulation S-K.
On March 10, 2025, the Company entered into a Service Agreement (the “Service Agreement”) with Mr. Montoya, pursuant to which Mr. Montoya shall serve an independent contractor to the Company. Pursuant to the Service Agreement, Mr. Montoya shall receive an annual base salary of (i) $100,000 and (ii) 120,000 unicoins or unicoin rights. Additionally, per the Service Agreement, Mr. Montoya is eligible to receive additional performance-based bonuses and other discretionary payments.
The foregoing description of the Service Agreement is not complete and is qualified in its entirety by reference to the full text of the Service Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit | Description | |
| 10.1 | Service Agreement, dated March 10, 2025, by and between Unicoin Inc. and Germán Montoya (incorporated by reference to Exhibit 10.1 to the Original Form 8-K). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: April 2, 2025
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