ECOMINAS CORP. 8-K

What Happened
Ecominas Corp. announced that on July 21, 2026 its board approved issuance of an aggregate 48,000,000 restricted shares of common stock as equity compensation to two executive officers under new Executive Employment Agreements effective July 17, 2026. Ricardo Enrique Silva Canelon (CEO, President, CFO, Treasurer, Secretary, and Chairman) is to receive 36,000,000 restricted shares and Andrew Gaudet (COO and director) is to receive 12,000,000 restricted shares. The agreements run for a 12‑month term from July 17, 2026 to July 16, 2027; no cash salary will be paid and the shares are fully earned and vested upon execution and board approval.

Key Details

• 48,000,000 total restricted shares authorized: 36,000,000 to Ricardo E. Silva Canelon; 12,000,000 to Andrew Gaudet.
• Employment term: July 17, 2026 – July 16, 2027; shares issued in lieu of cash compensation.
• Shares were offered under the Section 4(a)(2) exemption (unregistered) and will bear restrictive legends / book‑entry notation; transfer agent to issue when practicable.
• Termination does not automatically cancel shares — forfeiture only for fraud, willful misconduct, breach of fiduciary duty or as required by law/other agreement; no severance or additional cash/equity solely due to termination. No underwriter or broker-dealer was involved.

Why It Matters
This filing formalizes significant equity compensation to the company’s top executives, which immediately awards them fully vested restricted shares rather than cash. For investors, the key implications are increased executive ownership and potential dilution of existing shareholders' stakes once the 48 million shares are issued. The awards align management compensation with equity, but the absence of forfeiture on normal termination and the size of the grants are material governance and capital-structure facts to consider when evaluating shareholder dilution and executive incentives.