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): September 6, 2022
PARK CITY GROUP, INC.
(Exact name of Registrant as specified in its Charter)
| Nevada | 001-34941 | 37-1454128 |
| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
5282 South Commerce Drive, Suite D292, Murray, Utah 84107 |
| (Address of principal executive offices) |
| |
(435) 645-2000 |
| (Registrant’s Telephone Number) |
| |
| Not Applicable |
| (Former name or 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 |
| Common stock, par value $0.01 per share | PCYG | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
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 1.01 Entry into a Material Definitive Agreement.
See Item 5.02.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 6, 2022, Park City Group, Inc. (the “Company”) and John Merrill entered into an employment agreement (the “Agreement”) in connection with Mr. Merrill’s continued employment as the Company’s Chief Financial Officer, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1.
Under the terms of the Agreement, Mr. Merrill shall serve as the Company’s Chief Financial Officer and Principal Accounting Officer until May 15, 2026), subject to further renewal upon agreement of the parties. In consideration for his continued service, the Agreement provides that Mr. Merrill shall (i) be paid a base salary of $22,917 per month, or $275,000 annually (“Base Salary”); (ii) be entitled to a discretionary bonus equal to 50% of his Base Salary, payable quarterly, based on the achievement of personal and Company objectives to be determined by the Chairman of the Board of Directors; (iii) be granted 50,000 restricted shares of the Company’s common stock with a grant date of May 16, 2022 (“Grant Date”), which shares shall vest pro-rata over a five year period beginning on the first anniversary of the Grant Date.
In the event Mr. Merrill’s employment is terminated by the Company for Cause, as defined in the Agreement, or by Mr. Merrill voluntarily, then Mr. Merrill shall not be entitled to receive any payments beyond amounts already earned, and any un-vested equity securities shall terminate. In the event that Mr. Merrill’s employment is terminated as a result of an Involuntary Termination Other than for Cause, as defined in the Agreement, Mr. Merrill shall be entitled to receive the following compensation: (i) a cash payment in the amount equal to six months’ Base Salary, (ii) health benefits for six months after his termination, and (ii) all unvested equity securities shall vest in full on the date of termination.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the same, attached to this Current Report on Form 8-K as Exhibits 10.1, and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | | Description |
| | Employment Agreement by and between Park City Group, Inc. and John Merrill, dated September 6, 2022 |
| 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 hereunto duly authorized.
| | | |
| | | PARK CITY GROUP INC. |
| | | |
| September 8, 2022 | | /s/ John Merrill |
| | | John Merrill |
| | | Chief Financial Officer |
| | | |
