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2025-09-19
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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):
September 19, 2025
AtlasClear Holdings,
Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation) |
001-41956
(Commission
File Number) |
92-2303797
(I.R.S. Employer
Identification No.) |
|
2203 Lois Ave., Ste. 814
Tampa, FL
(Address of principal executive offices) |
33607
(Zip Code) |
(727) 446-6660
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box
below if the Form 8-K 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 (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 each exchange on which
registered |
| Common Stock, par value $0.0001 per share |
|
ATCH |
|
NYSE American LLC |
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 x
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 Definitive Material Agreement.
On September 19 and September 23, 2025, AtlasClear
Holdings, Inc. (the “Company”) entered into separate securities purchase agreements (each, a “Securities Purchase Agreement”)
with certain institutional investors (each, an “Investor”) under which the Company agreed to issue and sell, in a private
placement, additional convertible promissory notes (each, a “Note” and collectively, the “Notes”), as part of
the same financing disclosed in the Company’s Current Report on Form 8-K filed on September 17, 2025 (the “Prior 8-K”),
for an additional aggregate principal amount of $2,400,000, for a gross additional purchase price of $2,000,000, reflecting a 20% original
issue discount, before fees and other expenses. The closing of the issuance and sale of the additional Notes occurred on September 23,
2025. The Securities Purchase Agreements and the additional Notes entered into thereunder are in the same respective forms, and contain
the same terms, as the forms of securities purchase agreement and convertible promissory notes described in Item 1.01 of the Prior 8-K,
which disclosure is incorporated by reference herein.
As disclosed in the Prior 8-K, the Company has
engaged Dawson James Securities, Inc. as the placement agent (the “Placement Agent”) with respect to the offering of the Notes.
The Placement Agent is not purchasing or selling any securities offered by the Company, nor is it required to arrange for the purchase
or sale of any specific number or dollar amount of securities. The Company agreed to pay the Placement Agent’s fees totaling 5%
of the aggregate gross proceeds from the sale of the Notes, and to reimburse the Placement Agent’s expenses (subject to a cap).
$1,000,000 of the aggregate principal amount of
the additional Notes sold pursuant to the Securities Purchase Agreements were purchased by Sandip Patel, a member of the Company’s
board of directors (the “Board”) (and, as of September 24, 2025, an executive officer of the Company), and $450,000 of the
aggregate principal amount of the additional Notes sold pursuant to the Securities Purchase Agreements were purchased by Sixth Borough
Capital Fund, LP, an entity controlled by Robert D. Keyser, Jr., who is a member of the Company’s board of directors and the Chief
Executive Officer of the Placement Agent.
The Notes and the securities issuable upon
conversion of the Notes (collectively, the “Securities”) have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption
from registration requirements. The Company is relying on the private placement exemption from registration provided by Section
4(a)(2) of the Securities Act and by Rule 506 of Regulation D, and in reliance on similar exemptions under applicable state laws. No form
of general solicitation or general advertising was conducted in connection with the issuance. The Securities will contain restrictive
legends preventing the sale, transfer, or other disposition of such securities, unless registered under the Securities Act, or pursuant
to an exemption therefrom.
The descriptions of the terms and conditions of
the Securities Purchase Agreement and the Notes do not purport to be complete and are qualified in their entireties by the full text of
the form of Securities Purchase Agreement and the form of Convertible Promissory Note, which are filed as exhibits 10.1 and 10.2, respectively,
to this Current Report on Form 8-K.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this
Current Report on Form 8-K is hereby incorporated by reference in its entirety.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this
Current Report on Form 8-K with respect to the Securities Purchase Agreements and the issuance of the Securities is incorporated herein
by reference. The Securities sold pursuant to the Securities Purchase Agreements have been offered and sold pursuant to exemptions from
the registration requirements of the Securities Act afforded by Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder,
for the sale of securities not involving a public offering.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.
On September 19, 2025, the Company entered into
employment agreements and amendments to employment agreements with each of John Schaible, the Company’s Executive Chairman, and
Craig Ridenhour, the Company’s President, and on September 24, 2025, the Company entered into second amendments to such agreements
with each such officer.
The employment agreements with Mr. Schaible and
Mr. Ridenhour, as amended by such amendments (as so amended, the “Schaible Employment Agreement” and the “Ridenhour
Employment Agreement,” respectively) provide for the employment of Mr. Schaible and Mr, Ridenhour as Executive Chairman and President,
respectively, reporting to the Board, for an initial term of three years, subject to automatic successive one-year renewals unless either
party provides written notice of non-renewal at least 60 days’ prior to the end of the then-current term. Each executive is entitled
to receive an initial annual base salary of $400,000, subject to review at least annually and increase to $450,000 and $500,000 in the
second and third years of the term, respectively. In addition, each executive is entitled to receive (i) a one-time cash signing bonus
of $300,000, of which one-third is payable immediately and the balance is payable upon the earlier of (a) a minimum qualified cumulative
financing of $5 million or (b) one-third at the end of the fourth quarter of 2025 and one-third at the end of the first quarter of 2026;
and (ii) one-time stock grants of 700,000 shares and 286,842 shares on signing and July 1, 2026, respectively, in each case to vest on
June 30 of the year following the grant. Each executive is also entitled to receive an annual bonus, provided that the Company is profitable
and determined at the discretion of the Board, annual equity awards under the Company’s equity incentive plan, and up to five stock
awards, each in an amount equal to 1% of the total number of the Company’s outstanding shares, vesting over three years, in the
event the Company’s stock trading price reaches the following 10-day volume weighted average prices: $0.75, $1.00, $1.24, $1.49
and $1.74.
Under each of the Schaible Employment Agreement
and the Ridenhour Employment Agreement, if the applicable executive’s employment is terminated by the executive for Good Reason
or by the Company without Cause (as such terms are defined in the employment agreements), other than due to the executive’s death
or disability or the Company’s failure to renew the term, the applicable executive would be entitled to receive, in addition to
accrued salary and benefits, and subject signing a release (i) a lump sum payment equal to three times the executive’s base salary
and target bonus for the year of termination, minus $300,000, (ii) a lump sum payment equal to a pro-rata portion of the annual bonus
that the executive would have earned for the year of termination based on the target bonus for such year, based on the portion of the
year that the executive was employed by the Company, (iii) reimbursement for monthly “COBRA” premiums for a period not to
exceed two years and (iv) treatment of any outstanding equity awards determined in accordance with the terms of the equity incentive plan
and applicable award agreements. If any such termination were to occur within 12 months of a Change in Control (as defined in the employment
agreements), the executive would instead be entitled to receive, subject to certain conditions (i) a lump sum payment equal to three times
the executive’s base salary and target bonus for the year of termination (or, if greater, the immediately preceding year), (ii)
a lump sum payment equal to the executive’s target bonus for the year of termination (or, if greater, the year in which the Change
in Control occurs), (iii) reimbursement for monthly “COBRA” premiums for a period not to exceed two years and (iv) treatment
of any outstanding equity awards determined in accordance with the terms of the equity incentive plan and applicable award agreements.
On September 24, 2025, the Company entered into
an employment agreement with Sandip Patel (the “Patel Employment Agreement”), a member of the Board, pursuant to which Mr.
Patel will be employed as the Company’s General Counsel and Chief Financial Officer, reporting to the Board, for an initial term
of three years, subject to automatic successive one-year renewals unless either party provides written notice of non-renewal at least
60 days’ prior to the end of the then-current term. Mr. Patel is entitled to receive an initial annual base salary of $350,000,
subject to review at least annually and increase to $400,000 and $450,000 in the second and third years of the term, respectively. In
addition, Mr. Patel is entitled to receive a one-time cash signing bonus of $250,000, of which one-third is payable immediately and the
balance is payable upon the earlier of (a) a minimum qualified cumulative financing of $5 million or (b) one-third at the end of the fourth
quarter of 2025 and one-third at the end of the first quarter of 2026. Mr. Patel is also entitled to receive an annual bonus, provided
that the Company is profitable and determined at the discretion of the Board, annual equity awards under the Company’s equity incentive
plan, and up to five stock awards, each in an amount equal to 0.5% of the total number of the Company’s outstanding shares, vesting
over three years, in the event the Company’s stock trading price reaches the following 10-day volume weighted average prices: $0.75,
$1.00, $1.24, $1.49 and $1.74.
Under the Patel Employment Agreement, if Mr. Patel’s
employment is terminated by Mr. Patel for Good Reason or by the Company without Cause (as such terms are defined in the Patel Employment
Agreement), other than due to the executive’s death or disability or the Company’s failure to renew the term, Mr. Patel would
be entitled to receive, in addition to accrued salary and benefits, and subject signing a release (i) a lump sum payment equal to two
times his base salary and target bonus for the year of termination, minus $300,000, (ii) a lump sum payment equal to a pro-rata portion
of the annual bonus that the executive would have earned for the year of termination based on the target bonus for such year, based on
the portion of the year that the executive was employed by the Company, (iii) reimbursement for monthly “COBRA” premiums for
a period not to exceed two years and (iv) treatment of any outstanding equity awards determined in accordance with the terms of the equity
incentive plan and applicable award agreements. If any such termination were to occur within 12 months of a Change in Control (as defined
in the Patel Employment Agreement), Mr. Patel would instead be entitled to receive, subject to certain conditions (i) a lump sum payment
equal to two times the executive’s base salary and target bonus for the year of termination (or, if greater, the immediately preceding
year), (ii) a lump sum payment equal to the executive’s target bonus for the year of termination (or, if greater, the year in which
the Change in Control occurs), (iii) reimbursement for monthly “COBRA” premiums for a period not to exceed two years and (iv)
treatment of any outstanding equity awards determined in accordance with the terms of the equity incentive plan and applicable award agreements.
Each of the Schaible Employment Agreement, the
Ridenhour Employment Agreement and the Patel Employment Agreement contains covenants restricting the use of the Company’s confidential
information, as well as regarding non-competition and the non-solicitation of employee and customer covenants during the term of employment
and one year thereafter.
On September 24, 2025, the Board appointed Steven
Carlson as a member of the Board, effective as of such date, to fill an existing vacancy. Mr. Carlson was also appointed to the audit
and nominating and corporate governance committees of the Board. Mr. Carlson will be entitled to receive the same compensation payable
to the Company’s non-employee directors generally. There are no arrangements or understandings between Mr. Carlson and any
other person pursuant to which he was selected as a director, and there are no transactions related to the Company in which Mr. Carlson
has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Also on September 24, 2025, Mr. Patel resigned
from each of the audit, compensation and nominating/corporate governance committees of the Board, effective as of such date.
Item 9.01 Financial Statements and Exhibits.
| Exhibit | |
Description of Exhibit |
| | |
|
| 10.1 | |
Form of Securities
Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on September
17, 2025). |
| 10.2 | |
Form of Convertible Promissory
Note (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on September 17, 2025). |
| 10.3 | |
Employment Agreement with John
Schaible, dated September 19, 2025. |
| 10.4 | |
Amendment to Employment Agreement
with John Schaible, dated September 19, 2025. |
| 10.5 | |
Amendment No. 2 to Employment
Agreement with John Schaible, dated September 24, 2025. |
| 10.6 | |
Employment Agreement with Craig
Ridenhour, dated September 19, 2025. |
| 10.7 | |
Amendment to Employment Agreement
with Craig Ridenhour, dated September 19, 2025. |
| 10.8 | |
Amendment No. 2 to Employment
Agreement with Craig Ridenhour, dated September 24, 2025. |
| 10.9 | |
Employment Agreement with Sandip
Patel, dated September 24, 2025. |
| 104 | |
Cover page interactive data
file (embedded within the Inline XBRL document). |
SIGNATURE
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.
| |
ATLASCLEAR HOLDINGS, INC. |
| |
|
| Date: September 25, 2025 |
/s/ John Schaible |
| |
Name: |
John Schaible |
| |
Title: |
Executive Chairman |
