Form 8-K - Current report

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): June 29, 2024

AWAYSIS CAPITAL, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

000-21477

27-0514566

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

3400 Lakeside Dr, Suite 100, Miramar, Florida 33027

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (855) 795-3311

(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:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
N/A		N/A		N/A

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 Directors; Compensatory Arrangements of Certain Officers.

On June 29, 2024 (the “Effective Date”), Awaysis Capital, Inc. (the “Company”) entered into a First Amendment to Employment Agreement (the “Amendments”) with each of Michael Singh, the Company’s Chairman and Chief Executive Officer, and Andrew Trumbach, the Company’s President and Chief Financial Officer.

The Amendments each provide that Mr. Singh and Dr. Trumbach will be Co-Chief Executive Officers. In addition to being a Co-Chief Executive Officer, (a) Mr. Singh will also remain as Chairman of the Board of Directors and (b) Dr. Trumbach will also remain as Chief Financial Officer but will relinquish his title of President.

The foregoing is a brief description of the Amendments, and is qualified in its entirety by reference to the full text of such documents, which are attached to this Current Report on Form 8-K and incorporated herein.

Item 9.01

Financial Statements and Exhibits.

Exhibit		Description
10.1		First Amendment to Employment Agreement with Michael Singh
10.2		First Amendment to Employment Agreement with Andrew Trumbach
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: August 7, 2024

	AWAYSIS CAPITAL, INC.

	By:	/s/ Andrew Trumbach
	Name:	Andrew Trumbach
	Title:	Co-Chief Executive Officer and CFO

Exhibit 10.1

FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT

First Amendment (“Amendment”), dated June 29, 2024, to the Employment Agreement dated February 13, 2022 (the “Agreement”), by and between AWAYSIS CAPITAL, INC., a Delaware corporation (hereinafter referred to as the “Company”), and MICHAEL SINGH (hereinafter referred to as the “Employee”).

RECITALS

WHEREAS, the Company and the Employee entered into an employment relationship on or about December 1, 2021 (the “Start Date”), and have memorialized terms of employment retroactively to the Start Date in the Agreement;

WHEREAS, the Company and the Employee desire to amend the Agreement as more particularly set forth herein; and

WHEREAS, Section 6.6 of the Agreement provides that no amendment to the Agreement shall be valid or binding unless set forth in writing and duly executed by both of the parties thereto.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in the Agreement, the parties agree as follows:

Amendments to Agreement.

(a) Section 1.1 of the Agreement is hereby amended to replace the term “President” with the following: “Co-Chief Executive Officer”.

Miscellaneous.

(a) Except as expressly set forth herein, the Agreement shall remain in full force and effect.

(b) The headings of the sections of this Amendment have been inserted for convenience of reference only and shall not be deemed to be a part of this Amendment.

(d) This Amendment, together with the Agreement, contain the entire agreement between the Company and the Employee with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, agreements, and understandings, written or oral, if any. In any event of a contradiction between the provisions of this Amendment and any prior agreement, whether written or oral, the provisions of this Amendment shall prevail.

(e) This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Fax and electronic signatures shall be deemed originals for all purposes hereof.

(f) This Amendment shall be governed by, and construed in accordance with, the laws of the State of Florida.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have executed and delivered this Amendment as of the day and year first written above.

	AWAYSIS CAPITAL, INC.

	By:	/s/ Tyler A. Trumbach
	Name:	Tyler A. Trumbach, Esq.
	Title:	Chief Legal Counsel

		/s/ Michael Singh
	Name:	MICHAEL SINGH

Exhibit 10.2

FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT

First Amendment (“Amendment”), dated June 29, 2024, to the Employment Agreement dated February 9, 2023 (the “Agreement”), by and between AWAYSIS CAPITAL, INC., a Delaware corporation (hereinafter referred to as the “Company”), and ANDREW E. TRUMBACH (hereinafter referred to as the “Employee”).

RECITALS

WHEREAS, the Company and the Employee desire to amend the Agreement as more particularly set forth herein; and

WHEREAS, Section 6.6 of the Agreement provides that no amendment to the Agreement shall be valid or binding unless set forth in writing and duly executed by both of the parties thereto.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in the Agreement, the parties agree as follows:

Amendments to Agreement.

(a) Section 1.1 of the Agreement is hereby amended to replace “in the position of President (the “Position”)” therein with the following: “in the positions of Co-Chief Executive Officer and Chief Financial Officer (collectively, the “Position”)”.

Miscellaneous.

(a) Except as expressly set forth herein, the Agreement shall remain in full force and effect.

(b) The headings of the sections of this Amendment have been inserted for convenience of reference only and shall not be deemed to be a part of this Amendment.

(f) This Amendment shall be governed by, and construed in accordance with, the laws of the State of Florida.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have executed and delivered this Amendment as of the day and year first written above.

	AWAYSIS CAPITAL, INC.

	By:	/s/ Tyler A. Trumbach
	Name:	Tyler A. Trumbach, Esq.
	Title:	Chief Legal Counsel

		/s/ Andrew E. Trumbach
	Name:	ANDREW E. TRUMBACH

Cover	Jun. 29, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 29, 2024
Entity File Number	000-21477
Entity Registrant Name	AWAYSIS CAPITAL, INC.
Entity Central Index Key	0001021917
Entity Tax Identification Number	27-0514566
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3400 Lakeside Dr
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Miramar
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33027
City Area Code	(855)
Local Phone Number	795-3311
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false