ADM TRONICS UNLIMITED, INC. (ADMT): director Michael Burychka elected to the board

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As contemplated by the Purchase Agreement, the Board, then consisting solely of Mr. DiMino, (i) increased the Board to two directors and elected Michael Burychka as a director, effective at the Initial Closing on October 27, 2026, and (ii) irrevocably increased the Board to five directors and elected Klaus Kleinfeld (Independent Non-Executive Chairman) and Greg Wasson (as the Anchor Investor’s designee), effective automatically at the Board Effective Time, with the fifth seat to be filled later by an independent director. The “Board Effective Time” is the later of the Initial Closing and the expiration of ten calendar days following the later of the filing with the Securities and Exchange Commission (the “SEC”) and the transmittal to the Company’s stockholders of record of an information statement on Schedule 14F-1, which the Company filed with the SEC on October 30, 2026. Mr. DiMino continues as a director, President and Chief Executive Officer, and will continue as Chief Financial Officer until the Board appoints a successor as described in Item 1.01. Existing Company management will continue to operate the Legacy Business on a day-to-day basis until its reorganization, at which point the Company expects to hire new executive officers.
The Board reconstitution will result in a change in control of the Company at the Board Effective Time. At that time, Mr. Burychka, Dr. Kleinfeld and Mr. Wasson will constitute three of the four directors then serving, and the reconstituted Board will have the power to direct the management and policies of the Company.
The Company does not currently have separately designated audit, compensation, or nominating and corporate governance committees. Following the Board Effective Time, the Board will perform those functions as a whole until standing committees are established, which the Board expects to occur following the appointment of the additional independent director. Biographical information regarding Mr. Burychka and the incoming directors is set forth below:
Michael Burychka became a director of the Company upon the Initial Closing on October 27, 2026. Mr. Burychka is a Partner at Anzu Partners, an investment firm focused on breakthrough technologies, and a Managing Member of Longview Innovation LLC, a strategic business development firm. He has served as a director of Exyn Technologies, Inc. since April 2025. Since May 2025, he has served as Managing Member of Hard Science GP, LLC, an investment management firm managing a portfolio of deep tech companies. He previously held senior positions at Barclays Capital, Lehman Brothers, IP Group PLC, and The Climate Group, where he served as Chief Financial Officer and a board member. His experience includes technology commercialization, early-stage investment, capital raising and building international businesses. The Company believes that Mr. Burychka's experience in technology commercialization, venture investment and capital markets qualifies him to serve as a director.
Klaus Kleinfeld will become a director and Independent Non-Executive Chairman of the Board at the Board Effective Time. Dr. Kleinfeld is the founder and Chief Executive Officer of K2Elevation, a company that invests in and develops international technology and healthcare enterprises. He is Chairman of KONUX, a member of the supervisory boards of Brainlab, GreyOrange and Fero Labs, and an Advisory Partner at EMH Partners GmbH. He served as Chairman and Chief Executive Officer of Constellation Acquisition Corp I from November 2020 until January 30, 2023. He served as Chief Executive Officer of Alcoa Inc. from May 2008 and as its Chairman from April 2010, continuing in those roles at Arconic Inc., formerly Alcoa Inc., until April 2017. He previously served as President and Chief Executive Officer of Siemens AG and as President and Chief Executive Officer of Siemens Corporation, its principal U.S. subsidiary. The Company believes that Dr. Kleinfeld's experience leading multinational industrial businesses, developing technology enterprises and overseeing public companies qualifies him to serve as a director and as Independent Non-Executive Chairman.
Greg Wasson will become a director at the Board Effective Time. Mr. Wasson has served as President and Founder of Wasson Enterprise, LLC, his family investment office, since 2016. He served as President and Chief Executive Officer of Walgreen Co. from 2009 through 2014. He has served as a director of P3 Health Partners Inc. and its predecessor, Foresight Acquisition Corp., since November 2020 and as a director of OptimizeRx Corporation since August 2020. The Company believes that Mr. Wasson's experience in public company leadership, healthcare, corporate strategy and investment qualifies him to serve as a director. Mr. Wasson was designated by the Anchor Investor, as defined above, pursuant to the Purchase Agreement.
The Purchaser group was coordinated by Longview Innovation LLC (“Longview”), which participated in the Initial Closing as a Purchaser for $50,000 of securities, consisting of 500,000 Shares and Warrants to purchase 250,000 shares of Common Stock, on the same terms as the other Purchasers. The Company will reimburse, from the proceeds of the Private Placement, up to $100,000 in the aggregate of the Purchasers’ reasonable and documented legal, accounting and due diligence expenses, limited to actual out-of-pocket amounts paid or payable to third parties, including expenses incurred by Longview and its counsel on behalf of the Purchaser group and in its capacity as a Purchaser, payable to Longview as the Purchasers’ designated payee. Mr. Burychka is a Managing Member of Longview and has an indirect interest in Longview’s purchase of securities in the Private Placement and in any such reimbursement.
Dr. Kleinfeld purchased 2,500,000 Shares and Warrants to purchase 1,250,000 shares of Common Stock in the Private Placement at the Subsequent Closing on October 28, 2026, for an aggregate purchase price of $250,000, on the same terms as the other Purchasers. Wasson LLC and G&K Investment Holdings LLC, which are members of the Anchor Investor group, purchased securities in the Private Placement at the Initial Closing on the same terms as the other Purchasers, consisting of (i) 2,500,000 Shares and Warrants to purchase 1,250,000 shares of Common Stock purchased by Wasson LLC and (ii) 10,000,000 Shares and Warrants to purchase 5,000,000 shares of Common Stock purchased by G&K Investment Holdings LLC, for an aggregate purchase price of $1,250,000. Mr. Wasson is the manager of each of Wasson LLC and G&K Investment Holdings LLC and has voting and dispositive power over the securities they hold, and each of them is a member of the Anchor Investor.
As of the date of this report, the Company has not established cash or equity compensation arrangements for Mr. Burychka, Dr. Kleinfeld or Mr. Wasson in connection with their election to or service on the Board. Under the Voting Agreement described in Item 1.01, Mr. DiMino and the Purchasers have agreed to vote their shares of Common Stock in favor of the election of Mr. Burychka, Dr. Kleinfeld, Mr. DiMino (while the DiMino Director Conditions are satisfied), Mr. Wasson (for so long as the Anchor Investor retains its designation right) and the additional independent director. Except as described herein, there are no arrangements or understandings pursuant to which Dr. Kleinfeld or Mr. Wasson was selected, no family relationships required to be disclosed and no transactions requiring disclosure under Item 404(a) of Regulation S-K.
Except as described herein, there are no arrangements or understandings pursuant to which Mr. Burychka was selected, no family relationships required to be disclosed and no transactions requiring disclosure under Item 404(a) of Regulation S-K.
The information regarding the indemnification agreements set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.