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Destiny Media Technologies (OTCQB: DSNY) appoints Sharath Cherian CEO

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

Rhea-AI Filing Summary

Destiny Media Technologies Inc. appointed Sharath Cherian as Chief Executive Officer and President effective July 15, 2026, while Hyonmyong ("Hoch") Cho ceased serving as Interim CEO and remains Chairman of the Board.

Cherian’s employment terms include an annual base salary of US$240,000, an annual performance bonus targeted at 40% of base salary (payable 40% in cash and 60% in equity), and an initial grant of options to purchase 482,000 shares of common stock at exercise prices of US$0.623, US$0.70, and US$0.80 per share under the Long Term Incentive Plan. The at-will agreement also provides standard benefits, confidentiality and non-solicitation covenants, severance equal to six months of base salary plus prorated bonus for certain terminations, and enhanced severance protections for qualifying terminations in connection with a change in control.

Positive

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Negative

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Filing Explained

The July 16 8-K confirms that, effective July 15, 2026, the company granted the incoming CEO options for 482,000 common shares; the options are not reported as exercised or issued, but exercise would increase the share count and reduce existing holders’ percentage ownership.

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 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CEO base salary US$240,000 per year Annual base salary under Sharath Cherian’s Employment Agreement as Chief Executive Officer
Target bonus 40% of annual base salary Annual performance bonus target for the CEO, payable partly in cash and partly in equity
Initial stock options 482,000 shares Aggregate options to purchase common stock granted to Sharath Cherian effective July 15, 2026
Option tranche 1 241,000 options at US$0.623 per share First portion of CEO’s initial option grant under the Long Term Incentive Plan
Option tranche 2 120,500 options at US$0.70 per share Second portion of CEO’s initial option grant under the Long Term Incentive Plan
Option tranche 3 120,500 options at US$0.80 per share Third portion of CEO’s initial option grant under the Long Term Incentive Plan
Base severance Six months of base salary Severance benefit for certain qualifying terminations of the CEO, subject to service-based increase
Long Term Incentive Plan financial
"options to purchase an aggregate of 482,000 shares ... under the Company's Long Term Incentive Plan"
A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.
restricted stock units financial
"payable 40% in cash and 60% in equity, in the form of either a stock award or restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
change in control regulatory
"enhanced severance benefits following certain qualifying terminations in connection with a change in control of the Company"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
severance benefits financial
"provides for severance benefits upon certain qualifying terminations of employment, including severance equal to six months of base salary"
forward-looking statements regulatory
"This release contains forward-looking statements that reflect current views with respect to future events"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What leadership change did Destiny Media (DSNY) announce in this 8-K?
Destiny Media Technologies Inc. appointed Sharath Cherian as Chief Executive Officer and President effective July 15, 2026. Hyonmyong ("Hoch") Cho stepped down as Interim CEO on that date and continues serving as Chairman of the Board.

What are the key compensation terms for DSNY CEO Sharath Cherian?
Sharath Cherian will receive an annual base salary of US$240,000 and is eligible for an annual performance bonus targeted at 40% of base salary. Any earned bonus is paid 40% in cash and 60% in equity, subject to performance objectives set by the Board.

What stock options did Destiny Media (DSNY) grant to Sharath Cherian?
Effective July 15, 2026, Sharath Cherian received options for 482,000 shares of common stock under the Long Term Incentive Plan: 241,000 at US$0.623, 120,500 at US$0.70, and 120,500 at US$0.80 per share, subject to plan and award terms.

How is the annual bonus for Destiny Media (DSNY) CEO Sharath Cherian structured?
Cherian’s annual bonus has a target equal to 40% of his US$240,000 base salary and depends on Company and individual performance goals set by the Board. Any earned bonus is paid 40% in cash and 60% in equity as stock awards or restricted stock units.

What severance protections does DSNY provide to CEO Sharath Cherian?
The employment agreement provides severance of six months of base salary (subject to increase with service) plus a prorated annual bonus for certain qualifying terminations. It also offers enhanced severance benefits for qualifying terminations in connection with a change in control, contingent on a release of claims.

When did Destiny Media (DSNY) communicate the CEO appointment publicly?
Destiny Media issued a press release on July 14, 2026 announcing Sharath Cherian’s appointment as CEO effective July 15, 2026. That release is attached as Exhibit 99.1 and is furnished, not filed, under the Exchange Act.
false 2026-07-16 0001099369 Destiny Media Technologies, Inc. 0001099369 2026-07-16 2026-07-16

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): July 16, 2026

DESTINY MEDIA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Nevada 000-28259 84-1516745
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

400 - 22 E5th Avenue
 Vancouver, British Columbia, Canada V5T 1G8
 (Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (604) 609-7736

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 (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: 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. ☐

Item 5.02

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

Effective July 15, 2026, the Board of Directors of Destiny Media Technologies Inc. (the "Company") appointed Sharath Cherian as the Company's Chief Executive Officer and President. Also effective July 15, 2026, Hyonmyong ("Hoch") Cho ceased serving as the Company's Interim Chief Executive Officer and will continue to serve as Chairman of the Board of Directors.   

Mr. Cherian, age 46, has served as a strategic consultant to the Company through Cheri Media, his consulting company, since February 2025, advising the Board of Directors and management on corporate strategy and business initiatives.

From April 2020 to March 2024, Mr. Cherian served as Chief Executive Officer of HipHopDX, a digital music media platform operated by Warner Music Group following its acquisition of the HipHopDX business. In that role, he was responsible for the continued growth and strategic leadership of HipHopDX and contributed to the development and growth of various music and media initiatives within Warner Music Group. Following the conclusion of his leadership role at Warner Music Group in March 2024, Mr. Cherian took a sabbatical to spend time with his family and evaluate strategic business opportunities before joining the Company as a strategic consultant in February 2025.

Prior to the acquisition of HipHopDX by Warner Music Group in 2020, Mr. Cherian was the founder and Chief Executive Officer of Cheri Media, a digital music media company that owned and operated HipHopDX, Roughstock and BattleRap.com. Mr. Cherian founded Cheri Media in 1999 and led the growth of its digital media business until the sale of its assets to Warner Music Group in 2020. Following the sale, Mr. Cherian continued to own and operate Cheri Media.

Effective July 15, 2026, the Company entered into an Employment Agreement (the "Employment Agreement") with Mr. Cherian in connection with his appointment as the Company's Chief Executive Officer and President. The Employment Agreement governs the terms and conditions of Mr. Cherian's employment with the Company and does not have a fixed term and will remain in effect until terminated in accordance with its terms.

Pursuant to the Employment Agreement, Mr. Cherian will receive an annual base salary of US$240,000 and will be eligible to earn an annual performance bonus with a target amount equal to 40% of his annual base salary, subject to the achievement of Company and individual performance objectives established by the Board of Directors. Any earned annual bonus will be payable 40% in cash and 60% in equity, in the form of either a stock award or restricted stock units, as determined by the Board of Directors. In addition, effective July 15, 2026, Mr. Cherian will receive an initial grant of options to purchase an aggregate of 482,000 shares of the Company's common stock under the Company's Long Term Incentive Plan, consisting of (i) 241,000 options with an exercise price of US$0.623 per share, (ii) 120,500 options with an exercise price of US$0.70 per share, and (iii) 120,500 options with an exercise price of US$0.80 per share, in each case subject to the terms and conditions of the Company's Long Term Incentive Plan and the applicable award agreement.   

The Employment Agreement also contains customary provisions relating to employee benefits, confidentiality, intellectual property ownership and non-solicitation. In addition, the Employment Agreement provides for severance benefits upon certain qualifying terminations of employment, including severance equal to six months of base salary (subject to increase based on years of service) and a prorated annual bonus, and enhanced severance benefits following certain qualifying terminations in connection with a change in control of the Company, subject in each case to Mr. Cherian's execution of a customary release of claims.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

2

There are no arrangements or understandings between Mr. Cherian and any other person pursuant to which he was appointed as Chief Executive Officer, other than the Employment Agreement described and the approval of the Board of Directors. There are no family relationships between Mr. Cherian and any director or executive officer of the Company, and there are no transactions involving Mr. Cherian requiring disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD

On July 14, 2026, the Company issued a press release announcing the appointment of Mr. Cherian, a copy of which is attached as Exhibit 99.1 and which is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Employment Agreement between Destiny Media Technologies Inc.  and Sharath Cherian, dated July 15, 2026.
   
99.1 News Release dated July 14, 2026.
   
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.

DESTINY MEDIA TECHNOLOGIES INC.

Date:  July 16, 2026

By: /s/ Assel Mendesh

Assel Mendesh

Chief Financial Officer

(Principal Financial and Accounting Officer)

3

Destiny Media Technologies Inc. Appoints Sharath Cherian as Chief Executive Officer, Effective July 15, 2026

Vancouver, BC - July 14, 2026 - Destiny Media Technologies Inc. (TSXV: DSY) (OTCQB: DSNY), the makers of Play MPE®, a cloud-based SaaS solution for digital asset management in the music industry, today announced the appointment of Sharath Cherian as Chief Executive Officer effective July 15, 2026.

Cherian brings a unique blend of industry experience and entrepreneurial success to the role.  Notably, Cherian founded HipHopDX a prominent music industry media outlet, which he built and ultimately sold to Warner Music Group. Hyonmyong Cho, Chairman of the Board, who has served as Destiny's Interim Chief Executive Officer and will step down from that temporary role while remaining Chairman effective July 15, 2026.

"We are thrilled to welcome Sharath as our new CEO," said Hyonmyong Cho, Chairman of the Board and Interim Chief Executive Officer. "Sharath is a leader with a proven track record of driving profitable growth, combining sharp entrepreneurial instincts with robust executive experience. Having worked closely with him over the past year in his capacity as a strategic consultant to our Company; the board, management and I have first-hand knowledge of his broad industry connections, exceptional leadership skills and deep understanding of our business model. His prior consulting work with us makes this a seamless transition as I hand over the executive reins."

"I am honored to lead Destiny Media into its next chapter," said Sharath Cherian, incoming Chief Executive Officer. "During my time advising the company as a consultant, I was incredibly impressed by the powerful customer value proposition, the talent of the team, and the market opportunity ahead. Having built a business in this space from the ground up, I see tangible opportunities to accelerate profitable growth and scale our current offerings. I am excited to work alongside the team to deliver maximum value for our customers and shareholders."

About Destiny Media Technologies Inc.

Destiny Media Technologies ("Destiny") provides software as service (SaaS) solutions to businesses in the music industry solving critical problems in distribution and promotion. The core service, Play MPE®, provides promotional music marketing to engaged networks of decision makers in radio, film, TV, and beyond. More information can be found on the DSNY website.

Forward-Looking Statements

This release contains forward-looking statements that reflect current views with respect to future events and operating performance. Any such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected in these forward-looking statements. Destiny Media Technologies is not obligated to update these statements in the future. For more information on the Company's risks and uncertainties relating to those forward-looking statements, please refer to the Risk Factors section in our Annual Form 10-K for the fiscal year ended August 31, 2025, which is available on www.sedar.com or www.sec.gov. 

Contact:

Hyonmyong Cho

Chairman of the Board, Interim CEO, Destiny Media Technologies, Inc.
604 609 7736

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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