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  4. [8-K] ChronoScale Corp Reports Material Event

Andrew Schaap joins ChronoScale (CHRN) board and committees with 200K RSA

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ChronoScale Corporation reported governance changes, appointing Andrew Cordell Schaap to its board of directors and increasing the board size from seven to eight members, effective June 29, 2026. He will serve on the Audit Committee, replacing Douglas Miller, and on the Related Party Transactions Committee.

Upon his appointment, Mr. Schaap received a Restricted Stock Award covering 200,000 shares of common stock under the 2026 Omnibus Equity Incentive Plan. The award vests in two equal annual installments on the first and second anniversaries of the grant date, subject to continued service, with certain acceleration conditions described in the award agreement.

The company also outlined the refreshed composition of its Audit, Compensation, Nominating and Governance, and Related Party Transaction committees as of June 30, 2026, and filed the related Restricted Stock Award Agreement as an exhibit.

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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.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Board size 8 directors Increased from seven to eight members effective June 29, 2026
Restricted Stock Award size 200,000 shares Common stock granted to Andrew Schaap under 2026 Plan
Vesting schedule 2 equal annual installments On first and second anniversaries of June 29, 2026 grant date
Grant date June 29, 2026 Date of Restricted Stock Award to Andrew Schaap
Committee composition date June 30, 2026 Effective date for stated board committee memberships
Restricted Stock Award financial
"Upon his appointment, Mr. Schaap was granted a Restricted Stock Award (the “Schaap RSA”)"
A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.
2026 Omnibus Equity Incentive Plan financial
"under the Company’s 2026 Omnibus Equity Incentive Plan (as amended from time to time, the “2026 Plan”)"
Audit Committee financial
"appointed to serve as a member of each of (i) the Audit Committee of the Board"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Inline XBRL technical
"Cover Page Interactive Data File (embedded within the Inline XBRL document)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
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Understanding 8-K Material Events →
false 0001549084 0001549084 2026-06-29 2026-06-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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, 2026

 

CHRONOSCALE CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada   001-37854   99-0367049
(State or other jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification Number)

 

3811 Turtle Creek Blvd. Suite 2100

Dallas, Texas

   75219
(Address of registrant’s principal executive office)   (Zip code)

 

214-427-1704

(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 symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   CHRN   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 (§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 Officers; Compensatory Arrangements of Certain Officers.

 

On June 29, 2026, the board of directors (the “Board”) of ChronoScale Corporation, a Nevada corporation (the “Company”), increased the size of the Board from seven to eight members and appointed Mr. Andrew Cordell Schaap to serve as a member of the Board to fill the resulting vacancy, effective as of June 29, 2026. In addition, Mr. Schaap was appointed to serve as a member of each of (i) the Audit Committee of the Board, replacing Douglas Miller who will continue to serve on the Board, and (ii) the Related Party Transactions Committee of the Board, each effective as of June 29, 2026.

 

There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K with respect to Mr. Schaap and the Company. For informational purposes, the Company discloses that its subsidiary is a party to a data center lease with a company in which Mr. Schaap is Chief Executive Officer and a member of the board of directors. The lease was previously entered into in the ordinary course of business.

 

Upon his appointment, Mr. Schaap was granted a Restricted Stock Award (the “Schaap RSA”) under the Company’s 2026 Omnibus Equity Incentive Plan (as amended from time to time, the “2026 Plan”). The Schaap RSA consists of two hundred thousand restricted shares of common stock of the Company, par value $0.001 per share (the “Common Stock”). The Schaap RSA will vest in two equal annual installments on each of the first two anniversaries of the date of grant; provided, that Mr. Schaap continues to provide service to the Company on the applicable vesting date. In addition, the Schaap RSA will accelerate and vest upon certain conditions as set forth therein.

 

The foregoing description of the Schaap RSA is not complete and is qualified in its entirety to the full text of the Restricted Stock Award Agreement by and between the Company and Mr. Schaap, a copy of which is incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 8.01. Other Events.

 

The Board has established the following committees of the Board: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, and the Related Party Transaction Committee, each comprised as follows as of June 30, 2026:

 

Name   Audit Committee   Compensation Committee   Nominating and Governance Committee   Related Party Transaction Committee
Douglas Miller       Member   Member    
Richard Nottenburg       Chair        
Ella Benson   Member       Chair    
William M. Clancy   Chair           Chair
Andrew Schaap   Member           Member

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit   Description
10.1   Restricted Stock Award Agreement, dated June 29, 2026, by and between ChronoScale Corporation and Andrew Schaap.
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.

 

Dated: June 30, 2026

 

  CHRONOSCALE CORPORATION
     
  By: /s/ Jerome Wong
  Name: Jerome Wong
  Title: Chief Financial Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What board change did ChronoScale (CHRN) announce in this 8-K?

ChronoScale increased its board size from seven to eight members and appointed Andrew Cordell Schaap as a director effective June 29, 2026. He also joined the Audit Committee and Related Party Transactions Committee, strengthening overall board and committee coverage.

What equity award did Andrew Schaap receive from ChronoScale (CHRN)?

Upon joining the board, Andrew Schaap received a Restricted Stock Award for 200,000 shares of ChronoScale common stock under the 2026 Omnibus Equity Incentive Plan. The award vests in two equal annual installments over two years, subject to his continued service with the company.

How do Andrew Schaap’s restricted shares at ChronoScale (CHRN) vest?

Andrew Schaap’s Restricted Stock Award vests in two equal annual installments on each of the first two anniversaries of the June 29, 2026 grant date. Vesting requires that he continues to provide service to ChronoScale on each applicable vesting date, with certain acceleration conditions in the agreement.

Which board committees will Andrew Schaap serve on at ChronoScale (CHRN)?

Andrew Schaap was appointed to ChronoScale’s Audit Committee and Related Party Transactions Committee, effective June 29, 2026. He replaces Douglas Miller on the Audit Committee, while Miller remains a director, and joins the group overseeing related party transaction oversight for the company.

What board committees did ChronoScale (CHRN) list and how are they structured?

ChronoScale listed four board committees: Audit, Compensation, Nominating and Governance, and Related Party Transaction. The filing specifies which directors serve as chairs or members of each committee as of June 30, 2026, including roles for Douglas Miller, Richard Nottenburg, Ella Benson, William M. Clancy, and Andrew Schaap.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents