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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): June 22, 2026
PREMIER
AIR CHARTER HOLDINGS INC.
(Exact name of registrant as specified in its
charter)
| Nevada |
000-56312 |
99-0385465 |
(State or other jurisdiction of
incorporation or organization) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
2006
Palomar Airport Road, Suite 210, Carlsbad, California 92011
(Address of
principal executive offices) (Zip Code)
858-239-0788
(Registrant’s
telephone number, including area code)
Not Applicable
(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 Instructions A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
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 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
accountant 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 22, 2026, the Board of Directors (the
“Board”) of Premier Air Charter Holdings Inc. (the “Company”) appointed Matt Aune as the Company’s Chief
Financial Officer, effective June 22, 2026. In this role, Mr. Aune will serve as the Company’s principal financial officer.
Mr. Aune, age 51, most recently served as Chief
Financial Officer of Phunware, Inc. from August 2011 to June 2023, where he played a pivotal role in scaling the enterprise software company.
During his tenure, Phunware was named to the Inc. 5000 list of America’s fastest-growing private companies for five consecutive
years, and Mr. Aune led the company’s public listing on the Nasdaq Stock Market in December 2018. Prior to Phunware, Mr. Aune held
progressively senior financial planning and analysis roles at Sony Computer Entertainment America and Midway Games. He holds a Bachelor
of Arts in Economics from the University of California, San Diego, and a Master of Business Administration from San Diego State University.
There are no arrangements or understandings between
Mr. Aune and any other person pursuant to which he was appointed as Chief Financial Officer. There are no family relationships between
Mr. Aune and any director or executive officer of the Company. There are no transactions between the Company and Mr. Aune that would be
required to be reported under Item 404(a) of Regulation S-K.
Offer Letter. In connection with
his appointment, the Company entered into an offer letter with Mr. Aune dated June 9, 2026 (the “Offer Letter”). Under the
Offer Letter, Mr. Aune will receive an annual base salary of $237,000 and will be eligible to participate in the Company’s standard
employee benefit programs, including health, dental and vision coverage, a 401(k) plan with a company match, and paid time off, in each
case subject to the terms and conditions of the applicable plans and policies. Mr. Aune’s employment with the Company is at-will.
Stock Option Grant. In connection
with his appointment, and pursuant to the Company’s 2025 Omnibus Equity Incentive Plan (the “Plan”), the Company granted
Mr. Aune a nonstatutory stock option to purchase 1,500,000 shares of the Company’s common stock (the “Option”) under
an Employee Nonstatutory Stock Option Agreement dated June 22, 2026 (the “Option Agreement”). The Option has an exercise price
of $0.059 per share and a term of five years from the date of grant. Subject to Mr. Aune’s continued employment, the Option vests
in four equal annual installments of 25% of the underlying shares, with the first installment vesting on the first anniversary of the
grant date and an additional 25% vesting on each of the three successive anniversaries. The Option Agreement also permits a cashless (net)
exercise and is otherwise subject to the terms and conditions of the Plan and the Option Agreement.
The foregoing descriptions of the Offer Letter
and the Option Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Offer
Letter and the Option Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K
and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| 10.1 |
Offer Letter, dated June 9, 2026, between Premier Air Charter Holdings Inc. and Matt Aune |
| 10.2 |
Employee Nonstatutory Stock Option Agreement, dated June 22, 2026, between Premier Air Charter Holdings Inc. and Matt Aune |
| 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.
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PREMIER AIR CHARTER HOLDINGS INC. |
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| Date: June 26, 2026 |
By: |
/s/ Sandra J. Bonar |
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Name: |
Sandra J. Bonar |
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Title: |
Chief Executive Officer |