AI Era Corp. 8-K

What Happened
AI Era Corp. filed an 8-K on June 15, 2026 reporting that on June 12, 2026 it entered into a Vice Chairman Agreement with Mark Iwanowski. Mr. Iwanowski will serve as a non-executive, independent contractor Vice Chairman in an advisory role (he is not a director or an “officer” under the Securities Exchange Act). His role is to advise the Chairman on strategy, brand and investor relations, partner and investor introductions, and AI media initiatives; he has no authority to hire, fire, enter contracts, approve budgets or make operational decisions.

Key Details

• Agreement date: June 12, 2026; initial term one year with automatic one-year renewals unless 30 days’ prior non‑renewal notice is given. Either party may terminate on 30 days’ written notice.
• Compensation: No cash salary. Sole compensation is equity in the form of non‑qualified stock options (NSOs).
• Annual NSO grants: Company will grant NSOs with an aggregate grant‑date fair value of $150,000 on or about each anniversary of the effective date (subject to board/comp committee approval and a separate grant agreement).
• Vesting: Each annual grant vests 50% at six months after grant and the remaining 50% in equal monthly installments over the following six months.
• Success fees: If Mr. Iwanowski personally introduces a “New Client” and that introduction results in revenue, he may receive additional NSOs equal to 8% of the First‑Year Revenue from that client, with the number/value of options determined by Black‑Scholes or another Board‑approved valuation method.

Why It Matters
For investors, the agreement brings an experienced technology and corporate executive into a senior advisory role without adding cash compensation obligations. The company’s commitment is equity‑based, which means potential dilution from recurring annual NSO grants and from any deal‑based option awards tied to new clients. The filing clarifies Mr. Iwanowski’s advisory limits (no operational or contractual authority) and the governance mechanics (term, renewal, and termination rights) that govern the relationship.