Exyn Technologies (EXYNW) links CEO bonus to IPO, direct listing or change in control

Rhea-AI Filing Summary

Exyn Technologies, Inc. updated its Chief Executive Officer Brandon Torres Declet’s employment agreement to add a deal completion bonus tied to a major liquidity event. The bonus is payable only if the company completes an IPO, direct listing, or a qualifying change in control and he remains employed through closing.

The Deal Bonus equals the greater of $225,000 or a percentage of net proceeds when those proceeds are at least $30,000,000. It is set at 1% of net proceeds if the company’s pre-money valuation is at least $50,000,000 but below $100,000,000, and 1.5% if the pre-money valuation is at least $100,000,000. Any earned bonus will be paid within fifteen days after the transaction closes.

8-K Event Classification

2 items: 5.02, 9.01

2 items

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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Net proceeds threshold: $30,000,000 Bonus rate (mid valuation): 1% of net proceeds Bonus rate (higher valuation): 1.5% of net proceeds +3 more

6 metrics

Net proceeds threshold $30,000,000 Minimum net proceeds required for percentage-based Deal Bonus eligibility

Bonus rate (mid valuation) 1% of net proceeds Applies if pre-money valuation is at least $50,000,000 but less than $100,000,000

Bonus rate (higher valuation) 1.5% of net proceeds Applies if pre-money valuation is at least $100,000,000

Minimum Deal Bonus $225,000 Floor amount for the CEO’s deal completion bonus

Payment timing 15 calendar days Time after closing of qualifying transaction to pay any Deal Bonus

Valuation band $50,000,000–$100,000,000 Pre-money valuation range triggering 1% bonus rate

Key Terms

Change in Control, pre-money valuation, net proceeds, Equity Compensation Plan, +1 more

5 terms

Change in Control financial

"or (ii) a Change in Control, as defined in the Company’s 2025 Equity Compensation Plan"

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.

pre-money valuation financial

"if the pre-money valuation of the Company equals or exceeds $50,000,000 but is less than $100,000,000"

Pre-money valuation is the estimated worth of a company before it receives any new investment. It can be thought of as the company's value right before adding fresh money, similar to valuing a house before a renovation. This figure helps investors understand how much of the company they will own after investing and how their investment impacts the company's overall value.

net proceeds financial

"to the extent the net proceeds received by the Company or its shareholders in connection with the Change in Control Transaction equals or exceeds $30,000,000"

The amount of money a company actually keeps from a sale or fundraising after paying all direct costs and fees, similar to take-home pay after taxes and deductions. Investors care because net proceeds determine how much cash is available for things that affect value—paying debt, funding projects, buying assets, or returning money to shareholders—so it influences future growth potential and financial health.

Equity Compensation Plan financial

"as defined in the Company’s 2025 Equity Compensation Plan, as may be amended from time to time"

A plan by which a company gives employees, directors or contractors ownership or the right to buy ownership in the company through stock, options or similar awards — think of promising slices of the company pie as part of someone's pay. It matters to investors because these awards can change the number of shares outstanding, affect reported profits and influence management’s decisions; large or generous plans can dilute existing holders and alter incentives over time.

initial public offering financial

"for the sale of any class of the Company’s stock in an initial public offering or a direct listing"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

Understanding 8-K Material Events →

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): May 18, 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.

On May 18, 2026, the Board of Directors of Exyn Technologies, Inc. (the “Company”) approved Amendment No. 3 (the “Amendment”) to the Executive Employment Agreement, dated as of May 18, 2026, with Brandon Torres Declet, the Company’s Chief Executive Officer (as amended, the “Executive Employment Agreement”).

The Amendment modifies Section 2.6 of the Executive Employment Agreement by deleting the existing provision in its entirety and replacing it with a revised deal completion bonus structure. Pursuant to the Amendment’s terms, Mr. Declet is eligible to receive a deal completion bonus (the “Deal Bonus”), which is independent of his annual bonus under the Executive Employment Agreement and is contingent upon, and payable only in the event of, the closing of the first to occur of (i) the effective date of a registration statement of the Company filed under the Securities Act of 1933, as amended, for the sale of any class of the Company’s stock in an initial public offering or a direct listing of any class of the Company’s stock, or (ii) a Change in Control, as defined in the Company’s 2025 Equity Compensation Plan, as may be amended from time to time (clause (i) or (ii), the “Change in Control Transaction”). Mr. Declet’s receipt of the Deal Bonus is further subject to Mr. Declet’s continued employment with the Company through the date of such Change in Control Transaction.

The aggregate amount of the Deal Bonus will be equal to the greater of (x) to the extent the net proceeds received by the Company or its shareholders in connection with the Change in Control Transaction equals or exceeds $30,000,000, (A) one percent (1%) of such net proceeds if the pre-money valuation of the Company equals or exceeds $50,000,000 but is less than $100,000,000, or (B) one-and-a-half percent (1.5%) of such net proceeds if the pre-money valuation of the Company equals or exceeds $100,000,000; or (y) $225,000, in each case, less applicable taxes and withholdings. To the extent payable, one-hundred percent (100%) of the Deal Bonus will be paid to Mr. Declet within fifteen (15) calendar days of the closing of the applicable Change in Control Transaction.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibits
10.1		Amendment No. 3 to Executive Employment Agreement, dated as of May 18, 2026, by and between the Registrant and Brandon Torres Declet.

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: May 20, 2026	Exyn Technologies, Inc.
	By:	/s/ Brandon Torres Declet
		Brandon Torres Declet

FAQ

What compensation change did Exyn Technologies (EXYNW) disclose for its CEO?

Exyn Technologies approved an amendment adding a deal completion bonus for CEO Brandon Torres Declet. The bonus is separate from his annual bonus and is tied to completing an IPO, direct listing, or qualifying change in control, subject to his continued employment through the transaction closing.

When does the Exyn Technologies CEO deal completion bonus become payable?

The bonus becomes payable only upon closing of the first qualifying transaction. That includes either a registration statement becoming effective for an IPO or direct listing, or a defined change in control. Brandon Torres Declet must be employed through that closing date to receive payment.

How is the Exyn Technologies CEO deal bonus amount calculated?

The deal bonus equals the greater of a fixed $225,000 or a percentage of net proceeds when they reach at least $30,000,000. The percentage is 1% or 1.5%, depending on the company’s pre-money valuation at the time of the qualifying transaction.

What pre-money valuation thresholds affect Exyn’s CEO bonus percentage?

If Exyn’s pre-money valuation is at least $50,000,000 but below $100,000,000, the CEO’s deal bonus is 1% of net proceeds. If the pre-money valuation is at least $100,000,000, the bonus rises to 1.5% of net proceeds, assuming other conditions are satisfied.

How quickly will Exyn Technologies pay any earned CEO deal completion bonus?

Any deal completion bonus owed to the CEO will be paid in full within fifteen calendar days after the closing of the applicable qualifying transaction. Payment is made in cash, less required taxes and withholdings, following completion of the IPO, direct listing, or change in control.

What transactions qualify for the Exyn Technologies CEO deal bonus?

Qualifying transactions include the effective date of a registration statement for an initial public offering or direct listing of Exyn stock, or a change in control as defined in the company’s 2025 Equity Compensation Plan. The bonus is tied to the first such transaction that closes.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 12.3 KB