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Era Corp (AERA) appoints new CFO with major stock and option grants

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(High)
Filing Sentiment
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Form Type
8-K

Rhea-AI Filing Summary

Era Corp. reported that its Board accepted the resignation of Chief Financial Officer Chiyuan Deng, effective at the close of business on April 7, 2026. The company stated his resignation was not due to any disagreement and that he will continue serving as President and as a director.

Effective the same date, the Board appointed Dzmitry Kastahorau, age 35, as Chief Financial Officer and as Principal Accounting and Financial Officer. He brings more than 10 years of international finance leadership experience across multiple industries and regions, including senior roles in the UAE, Spain, and Germany.

Era Corp. entered into a three‑year Employment Agreement with Kastahorau that includes a $300,000 sign‑on bonus in restricted stock at a fixed price between $0.80 and $1.00 per share, a $60,000 annual base salary, a $10,000 annual remote work stipend, options for 1,500,000 shares vesting over three years, eligibility for up to 1,000,000 additional performance‑based shares, and severance equal to 120% of remaining base salary upon certain terminations.

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Insights

Era Corp reshapes its finance leadership with a stock-heavy CFO package.

Era Corp. is transitioning financial leadership as longtime executive Chiyuan Deng steps down as CFO but remains President and a director, which helps preserve continuity. The Board appointed Dzmitry Kastahorau as CFO and Principal Accounting and Financial Officer, consolidating key finance responsibilities under one new hire.

The Employment Agreement emphasizes equity: a $300,000 restricted stock sign-on bonus priced between $0.80 and $1.00 per share, 1,500,000 options vesting over three years, and eligibility for up to 1,000,000 performance-linked shares. This structure ties a large portion of compensation to the company’s long-term results.

Contract terms include a three-year initial term with automatic renewals, business expense reimbursement up to $12,000 annually, and severance equal to 120% of remaining base salary for qualifying terminations, with accelerated vesting. Future company disclosures may show how these incentives align with funding, KPI, and change-of-control outcomes defined in the agreement.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Sign-on bonus $300,000 restricted common stock CFO Employment Agreement sign-on bonus
Sign-on share price range $0.80–$1.00 per share Price used to calculate restricted stock sign-on grant
Base salary $60,000 per year Annual cash base salary for CFO role
Remote work stipend $10,000 per year Annual remote work stipend for CFO
Stock options grant 1,500,000 options CFO options vesting over three years (25%/35%/40%)
Performance incentive shares Up to 1,000,000 shares Additional shares tied to financial milestones, funding, KPIs
Expense reimbursement cap $12,000 annually Pre-approved business expenses reimbursable each year
Severance multiple 120% of remaining base salary Severance upon qualifying termination under Employment Agreement
Principal Accounting and Financial Officer financial
"appointed Dzmitry Kastahorau as Chief Financial Officer, Principal Accounting and Financial Officer of the Company"
restricted common stock financial
"Sign-On Bonus: $300,000 payable in restricted common stock (number of shares calculated"
Restricted common stock is company shares that carry limits on selling or transferring for a set period or until certain conditions are met, like time-based vesting or regulatory clearance. Think of them as shares in a locked box that gradually open; they can become freely tradable later but initially reduce the number of shares available on the market. Investors watch restricted stock because its eventual release can change a company’s share supply, affect stock price, and influence control and dilution.
Change of Control financial
"with full acceleration upon Change of Control or termination without Cause"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
Good Reason financial
"termination with or without Cause or for Good Reason, with severance equal to 120%"
performance milestones financial
"1,500,000 options vesting over three years (25%/35%/40%), subject to continued service and performance milestones"
key performance indicators (KPIs) financial
"up to 1,000,000 additional shares tied to financial milestones, funding, and KPIs"
Measurable metrics a company uses to track how well it is achieving important goals, such as sales growth, profit margin, customer retention or production efficiency. KPIs matter to investors because they act like a dashboard or set of warning lights—showing the company’s health, operational focus and momentum in concrete numbers that help predict future earnings and risks.
Understanding 8-K Material Events →
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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): April 7, 2026

 

AI Era Corp.

(Exact name of registrant as specified in its charter)

 

Nevada 000-55979 37-1740351
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

 

144 Main Street,

Mt. Kisco, NY

 

 

10549

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (917) 336-2398

 

______________________

(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:

 

[ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR 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: 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.      [ ]

 

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

 

Resignation of Chief Financial Officer

 

On April 7, 2026, the Board of Directors (the “Board”) of AI Era Corp. (the “Company”) accepted the resignation of Chiyuan Deng as Chief Financial Officer of the Company, effective as of the close of business on April 7, 2026.

 

Mr. Deng’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Mr. Deng will continue to serve as President and remains a director.

 

Appointment of New Chief Financial Officer

 

Effective April 7, 2026, the Board appointed Dzmitry Kastahorau as Chief Financial Officer, Principal Accounting and Financial Officer of the Company, to serve until his successor is appointed or until his earlier resignation or removal. There are no family relationships between Mr. Kastahorau and any director or executive officer of the Company and, aside from his employment agreement, there are no transactions involving Mr. Kastahorau that would require disclosure under Item 404(a) of Regulation S-K.

 

Dzmitry Kastahorau

 

Mr. Kastahorau, age 35, brings over 10 years of international finance leadership experience across multiple industries, including fashion retail, software/robotics, funds, fragrances/cosmetics, and automotive. He has served in CFO and senior finance roles in the UAE, Spain, and Germany, with expertise in strategic finance, investor relations, budgeting, treasury management, financial reporting, compliance, and supporting capital-raising and public company readiness initiatives.

 

Notable prior roles include:

 

  • CFO, TXT Trading (Lime Shop) – Dubai, UAE (2023–present)
  • CFO, Micropolis (Computer Software / Robotics / Autonomous Vehicles) – Dubai, UAE (2021–present)
  • Non-Executive Director & CFO, SOTA Capital (Fund) – DIFC, Dubai (2022–present)
  • Regional Finance & Logistics Director, Puig/Chalhoub Group – Dubai, UAE (2018–2021)
  • Regional Finance Manager – EMEA, Puig – Barcelona, Spain (2015–2018)

Mr. Kastahorau holds a Master of International Finance from EADA Business School (Barcelona) and a Bachelor of Business Administration from La Salle and the International University of Monaco.

 

In connection with his appointment, the Company entered into an Employment Agreement with Mr. Kastahorau, dated April 6, 2026 (the “Employment Agreement”). The material terms of the Employment Agreement include:

 

  • Term: Three (3) years initial term, with automatic one-year renewals.
  • Sign-On Bonus: $300,000 payable in restricted common stock (number of shares calculated using a fixed price between $0.80 and $1.00 per share, subject to clawback if terminated for Cause within the first 12 months).
  • Base Salary: $60,000 per year, payable quarterly in cash, plus $10,000 annual remote work stipend.
  • Stock Options: Grant of 1,500,000 options vesting over three years (25%/35%/40%), subject to continued service and performance milestones, with full acceleration upon Change of Control or termination without Cause.
  • Performance Incentives: Eligible for up to 1,000,000 additional shares tied to financial milestones, funding, and KPIs.
  • Benefits: Participation in Company benefit plans and reimbursement of pre-approved business expenses up to $12,000 annually.
  • Termination: Standard provisions for termination with or without Cause or for Good Reason, with severance equal to 120% of remaining Base Salary for the Term upon qualifying termination, plus accelerated vesting and benefits continuation.

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The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the agreement filed as Exhibit 10.1.

 

(d) Exhibits

 

Exhibit No. Description
10.1 Employment Agreement dated April 7, 2026, between AI Era Corp. and Dzmitry Kastahorau
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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.

 

AI Era Corp.

 

 

/s/ Chiyuan Deng

Chiyuan Deng

President

Date: April 7, 2026

 

 4 
 

 

Source: View Original Filing on SEC EDGAR

FAQ

What leadership change did Era Corp (AERA) announce in this 8-K filing?

Era Corp announced that its Board accepted the resignation of Chief Financial Officer Chiyuan Deng, effective April 7, 2026. The company stated his departure was not due to any disagreement, and he will continue serving as President and as a member of the Board of Directors.

Who is the new Chief Financial Officer of Era Corp (AERA)?

Era Corp appointed Dzmitry Kastahorau as Chief Financial Officer and Principal Accounting and Financial Officer, effective April 7, 2026. He brings over 10 years of international finance leadership experience across multiple industries, including prior CFO and senior finance roles in the UAE, Spain, and Germany.

What are the key compensation terms for Era Corp (AERA) new CFO?

The new CFO receives a $300,000 sign-on bonus in restricted common stock, a $60,000 annual base salary, and a $10,000 annual remote work stipend. He is also granted 1,500,000 stock options vesting over three years and eligibility for up to 1,000,000 additional performance-based shares.

How is the $300,000 sign-on bonus for Era Corp (AERA) CFO structured?

The $300,000 sign-on bonus will be paid in restricted common stock, with the number of shares calculated using a fixed price between $0.80 and $1.00 per share. The agreement allows clawback of this bonus if he is terminated for Cause within the first 12 months.

What equity incentives does Era Corp (AERA) grant its new CFO?

Era Corp grants the CFO 1,500,000 stock options that vest over three years on a 25%, 35%, and 40% schedule, subject to continued service and performance milestones. He is also eligible for up to 1,000,000 additional shares tied to financial milestones, funding events, and key performance indicators.

What severance protection does the Era Corp (AERA) CFO have?

Upon a qualifying termination, the CFO is entitled to severance equal to 120% of his remaining base salary for the term. The agreement also provides for accelerated vesting of equity awards and continuation of benefits, including full acceleration upon a Change of Control or termination without Cause.

Filing Exhibits & Attachments

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