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): December 12, 2022 (December 6, 2022)

Basanite, Inc.

(Exact name of registrant as specified in its charter)

2041 NW 15th Avenue, Pompano Beach, Florida 33069

(Address of principal executive offices) (Zip Code)

954-532-4653

(Registrant’s telephone number, including area code)

N/A

(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:

Securities registered pursuant to Section 12(b) of the Act: None

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 December 6, 2022, Lisa Gainsborg, the Chief Financial Officer, Treasurer and Secretary of Basanite, Inc. (the “Company”), sent Michael Barbera, the Company’s Acting Interim Chief Executive Officer, a notice of her voluntary resignation from the Company, effective December 15, 2022. As such, Ms. Gainsborg will no longer be affiliated with the Company, effective December 9, 2022. Ms. Gainsborg’s resignation was for personal reasons.

On December 9, 2022 (the “Start Date”), the Board of Directors of the Company (the “Board”) appointed Jacqueline Placeres as Chief Financial Officer, Treasurer and Secretary of the Company. As part of her employment, the Company and Ms. Placeres entered into an employment letter (the “Employment Letter”) regarding her service with the Company.

Ms. Placeres, 42, previously served as the Company’s Controller since 2021. Ms. Placeres previously served as the CFO to ISG, a private government contractor in security and informational technologies from 2018 through May 2021. From 2014 to 2018, she served as Vice President of Smith Manufacturing growing the Company from 4 million to 18 at the time of acquisition. The Board selected Ms. Placeres to serve as the Company’s Chief Financial Officer because of her longstanding relationship with the Company and because of her accounting and public company reporting experience.

Pursuant to the Employment Letter, Ms. Placeres’ employment with the Company shall be “at will” and may be terminated by either party on thirty (30) days’ prior written notice. Ms. Placeres’ base salary (“Base Salary”) will be at a rate of One Hundred Seventy-Five Thousand Dollars ($175,000) per year, payable in accordance with the regular payroll practices of the Company. The Base Salary will be revisited for possible upward adjustment at such time as the Company’s common stock becomes listed on a national securities exchange (including any tier of The Nasdaq Stock Market). Ms. Placeres may receive an annual cash and/or equity bonus in the sole discretion of the Board. Such bonus shall be determined based on such factors as the Board deems appropriate, including performance targets approved by the Board. Ms. Placeres will also be eligible for equity grants pursuant to any Company equity plan approved and adopted by the Board and the Company’s stockholders. Other than the Initial Option Grant (defined below), equity grants to Ms. Placeres and the amounts thereof will be determined in accordance with the metrics approved from time to time by the Board.

As of the Start Date, Ms. Placeres was granted 5-year, non-qualified options to purchase Seven Hundred Fifty Thousand (750,000) shares of Company common stock (the “Initial Option Grant”). The Initial Option Grant was memorialized pursuant to a Non-Qualified Stock Option Agreement (the “Option Agreement”). The exercise price of the Initial Option Grant shall be $0.055, the closing price of the Common Stock on the Start Date. The Initial Option Grant shall vest as follows: (i) options to purchase Five Hundred Thousand (500,000) shares of common stock shall vest in equal quarterly installments of Sixty-Two Thousand Five Hundred (62,500) options over two (2) years from the Start Date and (ii) options to purchase Two Hundred Fifty Thousand (250,000) shares of common stock shall vest on the date that the Company reports (via its filings with the Securities and Exchange Commission) two (2) consecutive quarters of positive cash flow from operations. The Option Agreement contains customary terms regarding the treatment of the options upon the death, disability or employment termination of Ms. Placeres.

The Employment Letter contains customary confidentiality provisions.

The foregoing description of the Employment Letter is a summary only and does not purport to be complete and, is qualified in its entirety by reference to the full text of such document, a copy of which is attached hereto as Exhibit 10.1, which full text is incorporated herein by reference.

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits.

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.