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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):
October
7, 2026 (October 6, 2026)
ADVASA
HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
| 001-43445 |
|
39-3819559 |
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 1-2-7
Moto-Akasake, Minato-ku, Tokyo, Japan |
|
107-0051 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
+81-3-6868-5538
(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 (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
Symbols |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.00001 |
|
ADBT |
|
The
Nasdaq Stock Market LLC |
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Chief Financial Officer
On
October 6, 2026, William Witherspoon, independent director of the board of directors (the “Board”) of Advasa Holdings,
Inc. (the “Company”) and the Company entered into an employment agreement (the “Employment Agreement”),
effective as of October 6, 2026 (the “Employment Agreement Effective Date”), pursuant to which Mr. Witherspoon will
serve as Chief Financial Officer of the Company. Grady Ryther, the Company’s Chief Executive Officer, who has been serving as
interim Chief Financial Officer since the departure of the Company’s prior Chief Financial Officer, Katharyn Field, on August
27, 2026, shall step down from his role as interim Chief Financial Officer in connection with Mr. Witherspoon’s appointment.
Mr. Witherspoon will continue as a member of the Board as a non-independent director, however Mr. Witherspoon will step down from
his roles on the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of Board.
Mr.
Witherspoon has served as an independent director and a member of the Audit Committee, Compensation Committee and Nominating and Corporate
Governance Committee of the Company since June 24, 2026. Mr. Witherspoon is a U.S. citizen. Mr. Witherspoon has served as Asset Acquisition
Manager for UMcapital since January 2025, supporting the confirmation and preparation of in-ground and SKR assets for potential acquisition.
Since January 2020, he has also served as Principal of Hubert Development, where he leads multifamily and commercial real-estate projects
through acquisition, pre-development, financing, construction, and stabilization. From January 2017 to present, he has concurrently worked
as a Financial and Settlement Consultant with Forge Consulting, advising high-net-worth clients on trust, estate, insurance, and long-term
financial strategies. He has also continued operating Shire Gate Farm, founded in 2007, and Four Paws Pet Resort, founded in 2005, both
of which remained active during the past five years. Mr. Witherspoon holds an M.B.A. from George Washington University and a B.S. in
Housing & Community Development from the University of Georgia.
Mr.
Witherspoon has no family relationships with any of the Company’s directors or executive officers, and he is not a party to, and
does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K.
Pursuant
to the Employment Agreement, Mr. Witherspoon will be paid an annual base salary of $200,000. In addition, Mr. Witherspoon shall be eligible
to receive discretionary bonuses and discretion grants of equity of the Company, as determined by the Board or authorized compensation
committee in their sole and absolute discretion. Pursuant to the Employment Agreement, Mr. Witherspoon shall be entitled to fringe benefits
consistent with the practices of the Company, and to the extent the Company provides similar benefits to the Company’s executive
officers. Mr. Witherspoon shall also be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment
and travel expenses incurred by Mr. Witherspoon in connection with his performance as Chief Financial Officer and in accordance with
the Company’s expense reimbursement policies and procedures available to similarly situated executives.
The
Employment Agreement is at will, and either party to the agreement may terminate it at any time. Mr. Witherspoon will give at least thirty
(30) days’ prior written notice in the case of any such resignation. Pursuant to the Employment Agreement, Mr. Witherspoon agreed
to be bound by certain confidentiality and other standard covenants contained therein.
The
foregoing description of Employment Agreement is qualified in its entirety by reference to the text of such agreement, which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
| 10.1 |
|
Employment Agreement, dated October 6, 2026, by and between the Company and William Witherspoon |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL) |
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.
| Dated:
October 7, 2026 |
Advasa
Holdings, Inc. |
| |
|
|
| |
By: |
/s/
Grady Ryther |
| |
Name: |
Grady
Ryther |
| |
Title: |
Chief
Executive Officer |
