Meridian Holdings Inc./NV
For the period ended Dec 31, 2024. Filed Mar 24, 2025.
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FY2024 · Filed Mar 24, 2025
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ITEM 9B. OTHER INFORMATION
(a)
Form 8-K Information. The information and disclosures which are set forth above under “Part II, Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities”-“Recent sales of unregistered securities”, are incorporated by reference into this “Item 9B. Other Information”, in their entirety, and shall serve as disclosure of such information pursuant to Item 3.02 of Form 8-K.
Additionally, because this Annual Report on Form 10-K is being filed within four business days from the date of the reportable events discussed below, we have elected to make the following disclosures in this Annual Report on Form 10-K instead of in a Current Report on Form 8-K under Item 5.02:
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On, and effective on, March 20, 2025, with the approval of the Board of Directors of the Company, after receiving the recommendation of the Compensation Committee of the Board of Directors of the Company, the Company entered into a Second Amendment to First Amended and Restated Employment Agreement with each of Anthony Brian Goodman, the Company’s Chief Executive Officer and Weiting ‘Cathy’ Feng, the Company’s Chief Financial Officer and Chief Operating Officer (the “Second Amendments”). Pursuant to the Second Amendments, the term of each of Mr. Goodman’s and Ms. Feng’s employment agreements were extended for twelve months until August 20, 2027.
(b*) Rule 10b5-1 Trading Plans.*
Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the three months ended December 31, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f))adopted orterminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”, except as set forth below:
| · | On November 29, 2024, Anthony Brian Goodman, the Company’s Chief Executive Officer, and Director entered into a 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c). Pursuant to the 10b-5-1 Plan, Mr. Goodman may sell up to 500,000 shares of common stock beneficially owned by Mr. Goodman, in accordance with the terms, conditions and restrictions of the 10b5-1 Plan. Pursuant to the 10b5-1 Plan, potential sales begin on March 31, 2025 and will continue until August 8, 2025, or until all of the shares of common Stock to be sold under the 10b5-1 Plan are sold or the 10b5-1 Plan is otherwise terminated. |
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