Business Context and Reporting Period
This Form 8-K is filed by EnerJex Resources, Inc. (not Ageagle Aerial Systems Inc.) for the reporting period ending December 20, 2010. The filing discloses a material definitive agreement regarding the departure of the company's sole officer and Chairman, C. Stephen Cochennet, effective December 31, 2010.
Key Financial Metrics
The filing does not provide comprehensive financial statements, revenue, profit, cash flow, or debt metrics. Specific monetary values disclosed relate solely to the executive separation agreement:
- Accrued Salary Payment: $16,666.67
- Severance Payment: $50,000
- Equity Issuance (Cochennet): 75,000 shares of restricted common stock (fiscal 2009 bonus)
- Equity Issuance (Directors): 600,000 shares total (250,000 to Loren Moll, 250,000 to Tom Kmak, 100,000 to Darrel Palmer)
Material Changes
The primary material change is the resignation of C. Stephen Cochennet from all positions, including Chairman, CEO, President, Secretary, Treasurer, and Principal Financial Officer. He was the company's sole officer. The filing also notes the issuance of unregistered equity securities to the departing executive and three directors.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, revenue outlook, or management commentary regarding future operations. The primary contingency noted is the execution of the Separation and Settlement Agreement, which includes the mutual release of claims between the company and Mr. Cochennet. The transfer of company assets (automobile and others) to Mr. Cochennet is also noted as part of the settlement.
Investor Verification Checklist
- Verify the current status of the company's leadership, given the departure of the sole officer.
- Confirm the total number of outstanding shares following the issuance of 675,000 new restricted shares.
- Review the attached Exhibit 10.1 (Separation and Settlement Agreement) for full terms regarding asset transfers and non-compete eliminations.
- Check subsequent filings to determine if new officers have been appointed to replace Mr. Cochennet.