UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 31, 2024

MOSAIC IMMUNOENGINEERING, INC.

(Exact name of registrant as specified in its charter)

Delaware

0-22182

84-1070278

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

9114 Adams Ave., #202

Huntington Beach, California 94646

(Address of principal executive offices, and zip code)

Registrant’s telephone number, including area code: (657) 208-0890

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:

☐

Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communication 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
None		None		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 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 31, 2024, Mosaic ImmunoEngineering, Inc. a Delaware corporation (the “Company” or “Mosaic”) and Mr. Paul Lytle, EVP, Chief Financial Officer of the Company, agreed to amend Mr. Lytle’s employment terms from full time status to part time status, not to exceed eight (8) hours per month effective June 1, 2024 (“Effective Date”), in exchange for a monthly rate of $1,600. In addition, as previously agreed to by the parties, all deferred and unpaid compensation (“Deferred Salary”) as of the Effective Date will be paid to Mr. Lytle once the Company has completed a capital raise of at least $4 million (“Required Capital Raise”). In exchange for the deferred payment of Mr. Lytle’s Deferred Salary, the Company previously agreed to issue Mr. Lytle restricted stock units (”RSU’s”) equal to 20% of the Deferred Salary amount on the closing date of the Required Capital Raise.

The foregoing summary of the terms of Mr. Lytle’s employment with the Company does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

Exhibit No.		Description
10.1		Employment status change letter dated May 31, 2024
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.

		Mosaic ImmunoEngineering, Inc.



Date: May 31, 2024		By: /s/ Steven King
		Steven King
		President and Chief Executive Officer, Director

Mosaic ImmunoEngineering Inc. 8-K