Unregistered Sales of Equity


 


On
August 13, 2021, Unique Logistics International, Inc. (the “

Company

”) issued 125,692,224 shares of the Company’s
common stock (the “

Preferred Conversion Shares

”) pursuant to the conversion of 19,200 shares of Series B Convertible
Preferred Stock held by Frangipani Trade Services Inc, an entity 100% owned by the Company’s Chief Executive Officer.


 


On
August 16, 2021, the Company issued 20,730,425 shares pursuant to the partial conversion of outstanding convertible debt (the “

Trillium
Conversion Shares

”) due to Trillium Partners LP.


 


On
August 13, 2021, pursuant to issuance of the Preferred Conversion Shares the number of shares of unregistered common stock outstanding
had increased by more t han 5% since the last reported number of shares of common stock outstanding. As of August 16, 2021, the Company
has 603,246,759 shares issued and outstanding.


 


The
Preferred Conversion Shares and Trillium Conversion Shares were not registered under the Securities Act but qualified for exemption under
Section 4(a)(2) and/or Regulation D of the Securities Act.


 


Item
5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


 


As
previously reported on Current Report on Form 8-K filed by the Company on April 23, 2021, Eli Kay was appointed Chief Financial Officer
of the Company on April 22, 2021. Effective August 11, 2021, the Company and Mr. Kay entered into an Employment Agreement (the “

Agreement

”),
which will continue until it is otherwise terminated pursuant to terms therein.


 


Under
the Agreement, Mr. Kay will be paid an annual salary of US$180,000, subject to annual review and adjustment. Mr. Kay is also entitled
to receive certain benefits such as health insurance, vacation, and other benefits consistent with the Company’s benefit plans
extended to other executive employees of the Company. In addition, for the fiscal year ended May 31, 2021 and in each subsequent fiscal
year, Mr. Kay will be eligible to receive an annual bonus at the discretion of the board of directors of the Company.


 


The
Company may terminate the Agreement for cause, without cause, or in the event of a disability or death. Mr. Kay may terminate the Agreement
for good reason, subject to the notice and cure periods set forth in the Agreement, upon written notice to the Company.


 


In
the event Mr. Kay’s employment is terminated by the Company without cause during the term of the Agreement, or as result of Mr.
Kay’s resignation for good reason during the term of the Agreement, all stock options granted by the Company and then held by Mr.
Kay will be accelerated and become fully vested and exercisable as of the date of Mr. Kay’s termination.


 


Mr.
Kay is subject to non-competition and non-solicitation provisions during the term of the Agreement and for a period of 12-months after
the termination of Agreement, under which Mr. Kay may not directly or indirectly, solicit any business from any customer, client or business
relation of the Company, or hire or offer to hire or entice any employee or business relation away from the Company.


 


The
description of the Agreement is qualified in its entirety by reference to the Agreement, a copy of which is attached to this Current
Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.


 


Item
9.01. Financial Statements and Exhibits.


 


(d)

Exhibits

.


 




Exhibit
No.


 


Description



Exhibit
10.1


 


Employment Agreement dated August 11, 2021.



 



 


 



 


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.


 




 


UNIQUE
LOGISTICS INTERNATIONAL, INC.



 


 


 



Dated:
August 16, 2021


By:


/s/
Sunandan Ray



 


 


Sunandan
Ray



 


 


Chief
Executive Officer



 



 



 



makes a similar move, sign up!

Auto Refresh

Feedback