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Exyn CEO exits after $286K in personal expenses flagged

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

Rhea-AI Filing Summary

Exyn Technologies, Inc. (EXYN) reported leadership changes following an internal investigation overseen by its Audit Committee and independent outside counsel into allegations regarding company credit card use by former Chief Executive Officer and Chairman Brandon Torres Declet. The investigation identified approximately $286,000 of expenses the company characterizes as personal travel and other personal expenses recorded as business expenses. On August 19, 2026, Mr. Declet resigned as Chief Executive Officer, Chairman, and director, and the board appointed Benjamin Williams as Interim Chief Executive Officer and director Gregory McNeal as Non-Executive Chairman, effective the same day. Under a Separation and Release Agreement, Mr. Declet agreed to repay the identified expenses, receive no severance or equity acceleration, and provide a general release, while the company agreed to forbear from immediately pursuing legal action to recover the amounts. Mr. Williams’s annual base salary was increased from $294,000 to $355,000, and Mr. McNeal will receive an additional $35,000 cash retainer for his chairman role.

Positive

  • The company obtained a commitment from the former CEO to repay approximately $286,000 of identified personal travel expenses and provided no severance or equity acceleration, which supports a firm stance on compensation and reimbursement.
  • Leadership continuity is maintained as long-time Chief Operating Officer Benjamin Williams becomes Interim CEO and existing director Gregory McNeal is appointed Non-Executive Chairman, with clearly defined compensation adjustments ($355,000 CEO salary; $35,000 chairman retainer).

Negative

  • The former CEO and Chairman resigned effective immediately following an internal investigation that identified approximately $286,000 in aggregate personal travel and other expenses that the company concluded had been recorded as business expenses, highlighting a significant governance and control issue.

Filing Explained

The August 25 8-K states that the Separation and Release Agreement governing the former CEO’s departure is only partially described here; its complete terms will be filed as an exhibit to Exyn’s quarterly report for the period ending September 30, 2026.

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.
Identified personal expenses $286,000 Aggregate amount of Personal Travel Expenses identified over multiple periods for former CEO Brandon Torres Declet
Interim CEO base salary $355,000 per year Annual base salary for Benjamin Williams after his appointment as Interim CEO
Prior base salary $294,000 per year Benjamin Williams’s annual base salary for 2026 before the Interim CEO adjustment
Non-Executive Chairman retainer $35,000 Additional annual cash retainer approved for Gregory McNeal as Non-Executive Chairman
Warrant exercise price $9.69 per share Exercise price for each EXYNW warrant exercisable for one share of common stock
Common stock par value $0.0001 per share Par value of Exyn Technologies, Inc. common stock
Separation and Release Agreement legal
"In connection with his resignation ... executed a Separation and Release Agreement"
Non-Executive Chairman regulatory
"appointed existing director Gregory McNeal as the Non-Executive Chairman of the Board"
A non-executive chairman leads a company's board of directors but does not run day-to-day operations or hold an executive management role; they focus on overseeing strategy, setting board agendas, and holding executives accountable. For investors, this role matters because a capable, independent chair can strengthen corporate governance, reduce management risk, and influence long-term strategy and leadership choices—like a team captain who watches the game and makes calls without playing on the field.
Audit Committee regulatory
"the Audit Committee of the Board of Directors ... conducted an internal investigation"
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.
emerging growth company regulatory
"Emerging growth company x"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
non-competition covenant legal
"During his period of employment and for the six-month period thereafter ... non-competition covenant"
general release and waiver of claims legal
"includes mutual non-disparagement covenants, a general release and waiver of claims"

FAQ

Why did Exyn Technologies, Inc. (EXYN) announce the resignation of its CEO?
Exyn disclosed that former CEO and Chairman Brandon Torres Declet resigned effective August 19, 2026, after an Audit Committee investigation with outside counsel identified approximately $286,000 of expenses it characterized as personal travel and other personal expenses recorded as business expenses.

Who is the new Interim CEO of Exyn Technologies, Inc. (EXYN)?
Benjamin Williams, age 47, was appointed Interim Chief Executive Officer on August 19, 2026. He has served as Chief Operating Officer since May 2019 and previously served as interim CEO from June 2023 through November 2023, bringing prior leadership experience at the company.

What are the key terms of the Separation and Release Agreement with Exyn’s former CEO?
Under the Separation and Release Agreement, Brandon Torres Declet confirmed his resignation from all roles as of August 19, 2026, agreed to repay approximately $286,000 of identified personal travel expenses, will receive no severance or equity acceleration, and provided a general release, while the company agreed to forbear from immediately pursuing legal action.

How did Exyn Technologies, Inc. (EXYN) change Benjamin Williams’s compensation as Interim CEO?
Following his appointment as Interim CEO, Exyn’s board approved increasing Benjamin Williams’s annual base salary from $294,000 to $355,000. He remains eligible for a discretionary annual cash bonus and participation in the company’s employee benefit plans under his existing offer letter.

What compensation will Exyn’s Non-Executive Chairman receive?
Existing director Gregory McNeal was appointed Non-Executive Chairman of the Board effective August 19, 2026. For this additional role, the board approved an extra cash retainer of $35,000, in addition to any existing director compensation he receives.

What equity securities of Exyn Technologies, Inc. (EXYN) are listed on Nasdaq?
Exyn lists common stock, par value $0.0001 per share, under the symbol EXYN, and warrants, each exercisable for one share of common stock at an exercise price of $9.69, under the symbol EXYNW, on The Nasdaq Stock Market LLC.

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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): August 19, 2026

 

EXYN TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-43296   47-2345934
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)
   

2118 Washington Avenue, Suite 1000

Philadelphia, Pennsylvania

   19146
(Address of principal executive offices)   (Zip Code)

 

(215) 999-0200

(Registrant’s telephone number, including area code)

 

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

  

Name of each exchange

on which registered

Common stock, par value $0.0001 per share   EXYN   The Nasdaq Stock Market LLC
         
Warrants, each warrant exercisable for one share of common stock at an exercise price of $9.69   EXYNW   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 (§ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b) Departure of Directors or Certain Officers.

 

As previously disclosed by Exyn Technologies, Inc. (the “Company”) in “Item 5. Other Information” of its Quarterly Report on Form 10-Q/A, which was filed on August 19, 2026, the Audit Committee of the Board of Directors of the Company, with the assistance of independent outside counsel, conducted an internal investigation into allegations that Brandon Torres Declet, the Company’s then-Chief Executive Officer and Chairman of the Board, used a Company-issued credit card to pay for personal travel and other personal expenses that were recorded as business expenses in the Company’s financial records. The investigation identified approximately $286,000 in aggregate personal expenses incurred over multiple periods by Mr. Declet (the “Personal Travel Expenses”).

 

On August 19, 2026, Mr. Declet told the Company that he would resign from his position as Chief Executive Officer and Chairman of the Board of Directors, effective immediately. The Board of Directors accepted his resignation and, on the same day, appointed Benjamin Williams as Interim Chief Executive Officer of the Company and appointed existing director Gregory McNeal as the Non-Executive Chairman of the Board of Directors, replacing Mr. Declet.

 

In connection with his resignation as Chief Executive Officer and Chairman, Mr. Declet and the Company executed a Separation and Release Agreement, dated August 25, 2026 (the “Separation Agreement”). Pursuant to the Separation Agreement, Mr. Declet confirmed his resignation as Chief Executive Officer, Chairman of the Board and as a member of the Board of Directors and from any and all other positions with the Company and its affiliates effective as of August 19, 2026 and agreed to pay back the Personal Travel Expenses. As consideration for a general release of claims by Mr. Declet, the Company agreed to forbear from immediately pursuing legal action to recover the Personal Travel Expenses. In addition, Mr. Declet agreed that he will not receive any severance, option acceleration, or other special treatment of vested equity in connection with the Separation Agreement. The Separation Agreement also includes mutual non-disparagement covenants, a general release and waiver of claims by Mr. Declet, and obligations to return all Company property.

 

The foregoing description of the Separation Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of such document, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2026 and is incorporated by reference herein.

 

Mr. Declet’s resignation was not based on any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, other than as described above in connection with the internal investigation.

 

(c) Appointment of Certain Officers.

 

As previously disclosed, on August 19, 2026, the Board of Directors appointed Benjamin Williams, age 47, as Interim Chief Executive Officer of the Company, effective immediately. Mr. Williams has served as the Company’s Chief Operating Officer since May 2019 and previously served as the Company’s interim Chief Executive Officer from June 2023 through November 2023. Before joining the Company, Mr. Williams worked in large organizations, including AT&T/Fullscreen Media, Lockheed Martin, and the U.S. Navy, and founded and led smaller startups, including Reelio, Zentropy, Open Sky Energy, and PennDSL. Prior to joining the Company, he led Data & Platform Strategy and predictive analytics for Fullscreen Media as part of AT&T, following AT&T’s acquisition of Reelio, Inc. In 2017, Mr. Williams was selected for Wharton’s 40 Under 40. Mr. Williams has built an expertise around innovation, operations, product development, technical management, product management, business strategy, and enterprise business development. Mr. Williams has a B.S.E. in Computer Science and Engineering from the University of Pennsylvania, and an M.B.A. from the Wharton School of Business at the University of Pennsylvania.

 

 

Pursuant to Mr. Williams’s existing Offer Letter with the Company, dated May 8, 2019. Mr. Williams is entitled to a base salary (set at $285,000 for 2024 and 2025 and $294,000 for 2026), eligible for a discretionary annual cash bonus as determined by management and approved by our board of directors or its compensation committee, and eligible to participate in our employee benefit plans. Mr. Williams’ employment is at-will and may be terminated at any time, by either party, with or without cause or advance notice. During his period of employment and for the six-month period thereafter, Mr. Williams is subject to a non-competition covenant and covenants with respect to the non-solicitation of customers and employees. Following his appointment as Interim Chief Executive Officer, the Compensation Committee recommended and the Board approved an increase in Mr. Williams’s annual base salary from $294,000 to $355,000.

 

There are no arrangements or understandings between Mr. Williams and any other persons pursuant to which Mr. Williams was selected as Interim Chief Executive Officer. There are no family relationships between Mr. Williams and any director or executive officer of the Company. Mr. Williams has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Appointment of Non-Executive Chairman of the Board of Directors

 

As previously disclosed, on August 19, 2026, the Board of Directors appointed existing director Gregory McNeal as Non-Executive Chairman of the Board of Directors, replacing Mr. Declet, effective August 19, 2026. The Compensation Committee recommended and the Board approved an additional cash retainer of $35,000 for Mr. McNeal’s service as Non-Executive Chairman of the Board of Directors.

 

 

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.

 

Date: August 25, 2026 Exyn Technologies, Inc.
     
  By: /s/ Benjamin Williams
    Name: Benjamin Williams
    Title: Interim Chief Executive Officer

 

 

Source: View Original Filing on SEC EDGAR

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