false
0001549084
0001549084
2026-08-16
2026-08-16
0001549084
dei:FormerAddressMember
2026-08-16
2026-08-16
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): August 16, 2026
CHRONOSCALE
HOLDINGS CORPORATION
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-37854 |
|
42-3357005 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
Number) |
| 2440
Sand Hill Road, Suite 400 Menlo Park, California |
|
94025 |
| (Address
of registrant’s principal executive office) |
|
(Zip
code) |
214-427-1704
(Registrant’s
telephone number, including area code)
ChronoScale
Corporation
3811
Turtle Creek Blvd. Suite 2100
Dallas,
TX 75219
(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.
Chief
Financial Officer Offer Letter
On
August 16, 2026, ChronoScale Corporation, a Nevada corporation and wholly-owned, direct subsidiary of ChronoScale Holdings Corporation,
a Nevada corporation (the “Company”) and Jerome Wong, the Company’s Chief Financial Officer, entered into an Offer
of Continued Employment (the “Offer Letter”) as well as an Employee Non-Disclosure, Invention Assignment and Restrictive
Covenants Agreement (the “Covenants Agreement”). Pursuant to the terms of the Offer Letter, Mr. Wong will continue to serve
as the Chief Financial Officer of the Company, effective as of August 16, 2026, or such other title as the Board of Directors
(the “Board”) of the Company or the Chief Executive Officer of the Company may determine from time to time, and will be eligible
to receive an annual base salary of $400,000 (the “Base Salary”), subject to review by the Company from time to time, and
shall also be eligible for an annual performance bonus with a target amount of 60% of his annual base salary. In addition, the Offer
Letter provides that Mr. Wong will receive a “true-up” in an amount equal to the difference between (i) the base salary that
would have been payable to him from May 5, 2026, through August 16, 2026, had his base salary been increased to $400,000 effective
May 5, 2026, and (ii) the aggregate base salary actually paid to Mr. Wong with respect to such period. In addition, the Offer Letter
contemplates a grant to Mr. Wong of an award of 300,000 restricted stock units (“RSUs”) subject to time-based vesting conditions,
as set forth in the Offer Letter. The grant of the RSUs was approved by the Compensation Committee of the Board in conjunction with its
approval of the Offer Letter.
In
addition, the Offer Letter provides that (A) in the event of a Qualifying CIC Termination during the Change in Control Period, Mr. Wong
will receive: (i) an amount in cash equal to nine months of his then-current annual base salary, payable in a lump sum, (ii) continued
coverage under the Company’s group health plan at active employee rates for up to nine months following his date of termination,
and (iii) accelerated vesting of the Initial Tranche of his RSUs, and (B) thereafter, if Mr. Wong’s employment is terminated without
Cause, Mr. Wong will receive an amount in cash equal to six months of Mr. Wong’s then-current annual base salary, payable in equal
installments in the form of salary continuation. All of such payments and benefits are subject to Mr. Wong’s execution, delivery,
and non-revocation of a general release of claims in a form provided by the Company (the “Release”) and Mr. Wong’s
continued compliance with the terms of the Offer Letter, Covenants Agreement, and Release. All terms used but not defined in this paragraph
are defined in the Offer Letter (attached hereto as Exhibit 10.1).
Under
the Covenants Agreement, Mr. Wong is bound by an indefinite confidentiality obligation, a non-competition covenant during employment,
a non-solicitation covenant with respect to Company personnel and business partners during employment, assignment of intellectual property,
and indefinite non-disparagement obligations.
The
foregoing description of the Offer Letter is not complete and is subject to the full text of the Offer Letter, a copy of which is included
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit |
|
Description |
| 10.1* |
|
Offer Letter, effective August 16, 2026, by and between ChronoScale Corporation and Jerome Wong. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
*Annexes,
schedules and exhibits to this Exhibit omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally
a copy of any omitted schedule or exhibit to the SEC upon request.
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:
August 18, 2026
| |
CHRONOSCALE
HOLDINGS CORPORATION |
| |
|
|
| |
By: |
/s/
Ying Cenly Chen |
| |
Name: |
Ying
Cenly Chen |
| |
Title: |
Chief
Executive Officer |
