ECOMINAS CORP. (ILXP): CEO Franklin Marín Toro appointed

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.
Resignation of Officer
On October 22, 2026, Ricardo Enrique Silva Canelon resigned as Chief Executive Officer, President, Chief Financial Officer, Treasurer and Secretary, effective at 5:00 p.m. Eastern Time on October 22, 2026. Mr. Silva Canelon continues to serve as a director and Chairman of the Board and retains all of his shares, including the shares issued under his Executive Employment Agreement effective July 17, 2026. His resignation as an officer was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.
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Appointment of Chief Executive Officer and Director
On October 22, 2026, the Board appointed Franklin Marín Toro as Chief Executive Officer, President, Secretary and Treasurer, and designated him as the Company’s principal executive officer and, until a separate Chief Financial Officer is appointed, its principal financial officer and principal accounting officer, effective at 5:00 p.m. Eastern Time on October 22, 2026. Effective at the same time, the Board increased the number of directors from two to three and appointed Mr. Marín Toro as a director to fill the resulting vacancy. Mr. Marín Toro has not been appointed to any committee; the Company has no standing committees. The Board now consists of Ricardo Enrique Silva Canelon (Chairman), Andrew Gaudet and Franklin Marín Toro. Andrew Gaudet continues to serve as Chief Operating Officer and a director.
Franklin Marín Toro , age 46, has served as Chief Executive Officer, President, interim Chief Financial Officer, Secretary and Treasurer, and a director of the Company since October 22, 2026. Since December 2024, Mr. Marín Toro has personally developed and promoted the SIP-3 wellhead pressure-control and SIP-AI analytics technologies. In connection with those activities he has used Pelleumai Technologies, C.A. (registered brand name PetrolleumAI Technologies, C.A.), a privately held Venezuelan company of which he is the founder, President and sole shareholder, officer and director. Pelleumai Technologies, C.A. served only as a vehicle for Mr. Marín Toro's personal activities and had no operations independent of him, no employees and no revenue. In October 2026, Mr. Marín Toro sold the intellectual property relating to these technologies, which he owned individually, to the Company. From 2019 to November 2024, Mr. Marín Toro was Operations Supervisor for the Bloque Zulia, Centro Lago operations of Coninsulca C.A., a provider of services to the oil industry, in Maracaibo, Venezuela, where he supervised the administration of systems and supplies for oil-industry operations, controlled raw materials used in chemical well-stimulation products, managed suppliers, and handled documentation and permitting with governmental and regulatory authorities. From 2014 to August 2019, he served as Administration Analyst III at Industrial Analyzer C.A., in Caracas, Venezuela, where he was responsible for inventory control, imports, deliveries and dispatch, transportation-fleet management and ERP-based process control. Mr. Marín Toro holds a degree in Business Administration from Universidad Santa María in Caracas, Venezuela. He has not served as a director of any other company with a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or subject to the requirements of Section 15(d) thereof, or of any company registered as an investment company under the Investment Company Act of 1940, as amended. Mr. Marín Toro has not been involved in any legal proceeding described in Item 401(f) of Regulation S-K during the past ten years. The Board believes that his knowledge of the Company’s technology and his operating experience in the oil-services sector qualify him to serve as a director.
Mr. Marín Toro was appointed in connection with the acquisition of the Purchased Assets described in Items 1.01 and 2.01, which information is incorporated herein by reference. There are no family relationships between Mr. Marín Toro and any director or executive officer of the Company. Other than the Asset Purchase Agreement, the Employment Agreement, and the Supplemental Asset Delivery and Custodial Holding Agreements described in Item 1.01, there are no transactions in which Mr. Marín Toro has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Employment Agreement
Under the Employment Agreement, Mr. Marín Toro serves as Chief Executive Officer on an at-will basis beginning October 22, 2026, at a base salary of $5,000 per month, with the first payment due December 1, 2026. As compensation for future services, the Company agreed to issue him 12,000,000 restricted shares of Common Stock (the “Employment Shares”); issuance instructions were delivered to the transfer agent on October 23, 2026. Upon valid issuance, the Employment Shares will not be subject to installment vesting and will carry voting and distribution rights, subject to the contractual repurchase right. If, during the first twelve months of his employment, Mr. Marín Toro resigns without good reason or is terminated for cause (each as defined in the Employment Agreement), or another triggering event described therein occurs, the Company may repurchase all or any portion of the Employment Shares at $0.0001 per share (an aggregate of $1,200 for all of the Employment Shares). The repurchase right does not apply upon termination without cause, resignation for good reason, death or disability, and expires after twelve consecutive months of service. The Employment Agreement also contains confidentiality, work-product assignment and sanctions and anti-corruption compliance provisions. No bonus or benefits have been approved.
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Transition Services Agreement
On October 23, 2026, the Company entered into a Transition Services Agreement with Andrew Gaudet, under which Mr. Gaudet will continue as Chief Operating Officer and a director and assist with the handover of the Company’s reporting, records and service-provider relationships for a transition period expected to last approximately two to three weeks, without additional compensation. The agreement does not itself effect Mr. Gaudet’s resignation; the Company will report any resignation as required.
The foregoing descriptions are qualified in their entirety by reference to the Employment Agreement and the Transition Services Agreement, filed as Exhibits 10.4 and 10.5 to this report and incorporated herein by reference.