UNITED STATES
SECURITIES AND EXCHANE 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): June 13, 2018
PETROGRESS, INC.
(Exact Name of Registrant as Specified in its Charter)
|
Delaware |
000-55854 |
27-2019626 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 757 Third Avenue, Suite 2110, New York, New York | 10017 | |
| (Address of Principal Executive Office) | (Zip Code) | |
Registrant's telephone number, including area code: 212-376-5228
(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)) |
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 [X]
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 June 13, 2018, Petrogress, Inc. (“the Company”) entered into an Amendment No. 3 to Employment Agreement (the “Employment Agreement”) with Christos Traios, President and Chief Executive Officer of the Company, pursuant to which the parties modified the terms of Preferred Stock compensation granted to Mr. Traios.
Item 9.01 -- Financial Statements and Exhibits
(d) Exhibits.
|
Exhibit |
|
Description |
|
|
|
|
|
10.1 |
|
|
|
10.2 |
|
|
|
10.3 |
|
|
|
10.4 |
|
* Filed herewith.
** Signifies a management agreement.
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.
June 13, 2018
|
PETROGRESS, INC.
/s/ Christos Traios Christos Traios, President and CEO |
EXHIBIT INDEX
|
Exhibit |
|
Description |
|
|
|
|
|
10.1 |
|
Employment Agreement dated April 1, 2016 by and between Petrogress, Inc. and Christos Traios (Incorporated herein by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K filed with the Commission on April 13, 2017).** |
|
10.2 |
|
Amendment to Employment Agreement dated January 12, 2018 by and between Petrogress, Inc. and Christos Traios (Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the Commission on January 12, 2018).** |
|
10.3 |
|
Amendment No. 2 to Employment Agreement dated May 9, 2018, by and between Christos Traios and Petrogress, Inc. (Incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K as filed with the Commission on May 10, 2018)** |
|
10.4 |
|
Amendment No. 3 to Employment Agreement dated June 13, 2018, by and between Christos Traios and Petrogress, Inc.* ** |
* Filed herewith.
** Signifies a management agreement.
Exhibit 10.4
AMENDMENT NO. 3 TO
EMPLOYMENT AGREEMENT
This Amendment No. 3 to Employment Agreement dated effective as of June 13, 2018 (this “Amendment”) is entered into by and between Christos P. Traios (“Executive”) and Petrogress, Inc. (“Employer”, and together with Executive, the “Parties” and each individually, a “Party”).
WHEREAS, the Parties entered into that certain Employment Agreement dated as of April 1, 2016 as further amended by that certain Amendment to Employment Agreement dated January 12, 2018 and that certain Amendment No. 2 to Employment Agreement dated May 9, 2018 (as amended, the “Agreement”); and
WHEREAS, the Parties desire to amend certain provisions of the Agreement relating to compensation payable to the Executive;
NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree to modify and amend the Agreement as follows:
1. Amendment of Section 4(b). Section 4(b) of the Agreement is hereby amended and restated in its entirety to read as follows:
“(b) In addition to his Base Salary, as consideration for services rendered hereunder, on October 11, 2017, the Company issued to the Executive One Hundred (100) shares of Series A Preferred stock;”
2. Duplicative Employment Agreement. The parties hereby acknowledge and confirm that the Employment Agreement dated April 1, 2017 between the Parties was duplicative, is null and void, and is deemed terminated ab initio.
3. Miscellaneous.
3.01 Effect. Except as amended hereby, the Agreement shall remain in full force and effect.
3.02 No Waiver. This Amendment is effective only in the specific instance and for the specific purpose for which it is executed and shall not be considered a waiver or agreement to amend as to any provision of the Agreement in the future.
3.03 Defined Terms. All capitalized terms used but not specifically defined herein shall have the same meanings given such terms in the Agreement unless the context clearly indicates or dictates a contrary meaning.
3.04 Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without regard to conflicts of laws principles.
3.05 Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and each of the parties hereto may execute this Amendment by signing any of such counterparts.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
|
Employer:
Petrogress, Inc., a Delaware corporation
By: Name: Christos P. Traios Title: Chief Executive Officer
Executive:
Christos P. Traios |