SharonAI Holdings（SHAZ）8-K 披露联合创始人 Andrew Leece 由 COO 改任战略合作负责人并签署离职豁免契约，属例行人事/薪酬安排备案

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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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):
September 8, 2026
SHARONAI
HOLDINGS INC.
(Exact
name of registrant as specified in its charter)
Delaware
001-43129
41-2349750
(State
or other jurisdiction
of
incorporation)
(Commission
File
Number)
(IRS
Employer
Identification
No.)
745
Fifth Avenue
,
Suite 500
,
New
York
,
NY
10151
(Address of principal executive
offices)
(Zip Code)
Registrant’s
telephone number, including area code:
(347)
212-5075
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 (see General Instructions A.2. below):
☐
Written communications
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 communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications
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(s)
Name
of each exchange on which registered
Class
A Ordinary Common Stock, $0.0001 par value
SHAZ
The
Nasdaq Stock Market LLC
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
1.01 Entry into a Material Definitive Agreement.
On
September 8, 2026, SharonAI Holdings Inc. (the “Company”) and its wholly-owned, indirect subsidiary, SharonAI Pty Ltd (ACN
645 215 194) (“SharonAI Australia”), entered into a Deed of Release (the “Deed of Release”) with Andrew Leece,
a co-founder of the Company and its former Chief Operating Officer. Mr. Leece was previously employed as Chief Operating Officer pursuant
to an executive employment contract dated April 30, 2026 (the “Leece Employment Agreement”), the entry into which was previously
reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2026.
Pursuant
to the Deed of Release, effective as of September 7, 2026 (the “Variation Date”), the Leece Employment Agreement has been
varied such that Mr. Leece’s position has changed from Chief Operating Officer to Head of Strategic Partnerships, in order to provide
founder-level sponsorship across the Company’s most important customer, data center and strategic relationships. The appointment
of David Burns as Mr. Leece’s successor as Chief Operating Officer was previously reported on a Current Report on Form 8-K filed
with the Securities and Exchange Commission on August 27, 2026.
In
connection with the variation of Mr. Leece’s employment, the Deed of Release provides for the following material changes to the
terms of the Leece Employment Agreement:
(i)
Mr. Leece will continue to receive an annual base salary of AUD$563,380 (which is the USD equivalent of approximately US$400,000 based
on an exchange rate of AUD/USD 0.71), excluding statutory superannuation contributions;
(ii)
Mr. Leece will receive a fixed short-term incentive outcome of AUD$422,535 for his service as Chief Operating Officer, payable after
December 31, 2026, at the same time as other customary STI payments made by the Company to other executives;
(iii)
Mr. Leece will be eligible for a variable incentive of up to 6,416 restricted stock units (“RSUs”), subject to achievement
of key performance indicators as set by the Company;
(iv)
Mr. Leece will retain an aggregate of 151,219 unvested RSUs (the “Retained RSUs”) granted under the SharonAI Inc. 2024 Omnibus
Equity Incentive Plan and the SharonAI Holdings Inc. 2025 Omnibus Equity Incentive Plan. The Retained RSUs will continue to vest and
be settled in accordance with the terms set out in Schedule 1 to the Deed of Release, notwithstanding the variation of Mr. Leece’s
employment, subject to Mr. Leece’s continued compliance with the restrictive covenants set forth in the Leece Employment Agreement.
All RSUs previously granted to Mr. Leece other than the Retained RSUs are forfeited as of the Variation Date;
(v)
the Leece Employment Agreement is varied to become a fixed-term employment agreement, continuing until March 31, 2027, unless terminated
earlier in accordance with the Leece Employment Agreement. The agreement will terminate automatically on March 31, 2027 without the need
for either party to provide notice or payment in lieu of notice. The parties may mutually agree in writing to extend this fixed term;
and
(vi)
Mr. Leece’s existing Indemnification Agreement dated May 5, 2025 with the Company continues in full force and effect and is not
superseded, limited or released by the Deed of Release.
The
Deed of Release contains mutual releases of claims between the parties relating to the employment, the position, the Leece Employment
Agreement, the equity plans, the grant notices and the RSU agreements, in each case for all matters up until the Variation Date. The
Deed of Release also includes mutual non-disparagement obligations, confidentiality obligations (subject to exceptions for legal advice,
regulatory requirements, stock exchange requirements, current reports on Form 8-K and court proceedings), and a requirement that Mr.
Leece continue to comply with the restrictive covenants contained in the Leece Employment Agreement.
Mr.
Leece is a co-founder of the Company’s predecessors. Through an entity he controls, Mr. Leece beneficially owns 45,447 shares of
the Company’s Class B Super Voting Common Stock, which, together with shares held by the other co-founders, accounts for a significant
amount of the voting power in the Company, in addition to other shares of the Company’s Class A Ordinary Common Stock which he
beneficially owns.
The
description of the Deed of Release set forth above is only a summary, does not purport to be complete and is qualified in its entirety
by reference to the full text of such document, which is filed as an exhibit to this Current Report on Form 8-K and which is incorporated
herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
The
disclosures set forth in Item 1.01 of this Current Report on Form 8-K regarding compensatory arrangements are incorporated and made a
part of this Item 5.02 by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
Description
10.1
Deed of Release, dated September 8, 2026, by and among SharonAI Holdings Inc., SharonAI Pty Ltd and Andrew Leece
104
Cover Page Interactive
Data File (embedded within the Inline XBRL document).
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
The
Company cautions that statements in this report and its exhibits that are not a description of historical fact are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of
words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,”
“believe,” and “will,” among others. Because such statements are subject to risks and uncertainties, actual results
may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based
upon the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual
results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various
risks and uncertainties. More detailed information about the risks and uncertainties affecting the Company is contained under the heading
“Risk Factors” included in the Company’s reports and filings made with the SEC. One should not place undue reliance
on these forward-looking statements, which speak only as of the date on which they were made. The Company undertakes no obligation to
update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may
be required by law.
SIGNATURE
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.
SHARONAI HOLDINGS INC.
By:
/s/
James Manning
Name:
James Manning
Title:
Chief Executive Officer
Date: September 11, 2026

----- ex10-1.htm -----
EX-10.1
2
ex10-1.htm
EX-10.1
Exhibit
10.1
This
deed
is made on 8 September 2026
between
SharonAI
Holdings Inc.
of 745 Fifth Avenue, Suite 500, New York, NY 10151 (
Parent Company
)
and
SharonAI
Pty Ltd
ACN 645 215 194 of Level 1, 32 Walker Street, North Sydney NSW 2006 (
the Employer
)
and
Andrew
Leece, of [***] (
Employee
) (
Parties
)
Date
8
September 2026
Recitals
A
The
Employee has been employed by the Employer since on or about 1 July 2024, most recently in
the position of Chief Operating Officer (
Position
) (
Employment
).
B
The
Employment was governed by an employment contract dated 30 April 2026, which was superseded
by a new employment contract dated 30 April 2026 (
Employment Contract
). The Parent
Company is a party to the Employment Contract and guarantees particular obligations of the
Employer under the Employment Contract.
C
Pursuant
to the Employment Contract and in connection with the Employment, the Employee was eligible
to participate in equity incentive programs operated by the Parent Company, including:
(i)
the
SharonAI Inc. 2024 Omnibus Equity Incentive Plan (
2024 Plan
); and
(ii)
the SharonAI Holdings Inc.
2025 Omnibus Equity Incentive Plan (
2025 Plan
), (together, the
Equity Plans
).
D
Under
the Equity Plans, the Parent Company granted the Employee Restricted Stock Units (
RSUs
)
pursuant to the following grant notices and RSU award agreements:
(i)
RSU
Grant Notice dated 23 October 2024, granted under the 2024 Plan, for 10,750 RSUs;
(ii)
RSU
Grant Notice dated 6 February 2026, granted under the 2025 Plan, for 31,923 RSUs;
(iii)
RSU
Grant Notice dated 6 February 2026, granted under the 2025 Plan, for 97,839 RSUs;
(iv)
RSU
Grant Notice dated 14 April 2026, granted under the 2025 Plan, for 17,744 RSUs; and
(v)
RSU
Grant Notice dated 14 April 2026, granted under the 2025 Plan, for 14,666 RSUs;
(together,
the
Grant Notices
, and the RSUs awarded under each Grant Notice together being the
RSU Awards
). Each Grant Notice was accompanied
by a Restricted Stock Unit Award Agreement (together, the
RSU Agreements
).
E
On
5 May 2025, the Employee and the Parent Company entered into an Indemnification Agreement
(
Indemnification Agreement
), pursuant to which the Parent Company agreed to indemnify
the Employee in connection with his service as an officer and director of the Parent Company
and its affiliates. The Parties agree that the Indemnification Agreement continues in full
force and effect and is not superseded, limited or released by this deed.
F
The
Employee’s role has changed, and the Employment will be varied by way of agreement
on 7 September 2026 (
Variation Date
), where the Employee shall cease to be Chief Operating
Officer, and shall be appointed the Head of Strategic Partnerships in accordance with the
terms set out in this deed (
Variation
).
Page
2
G
Without
admission of liability, the Parties have agreed to resolve all matters relating to the Employment,
the Position, the Employment Contract, the Equity Plans, the Grant Notices, the RSU Agreements,
the Retained RSUs (as defined below) and the Variation on the terms of this deed, for all
matters up until the Variation Date.
Now
it is covenanted and agreed
as follows:
1
The
Parties acknowledge and agree that, as at the Variation Date, the Employee’s sole entitlement
in respect of RSUs under the 2025 Plan is to 151,219 unvested Restricted Stock Units in aggregate
(
Retained RSUs
). The Retained RSUs will, notwithstanding the variation of the Employment,
remain on foot and continue to vest (and will continue to be subject to the performance vesting
requirements) and be settled in accordance with the terms set out in Schedule 1, as if the
Employment had not varied (for avoidance of doubt, solely for purposes of requirements that
Retained RSUs be settled within a specified number of days after they become vested, the
Retained RSUs which are only subject to time vesting will be deemed unvested until their
scheduled vesting date and will be settled based on the scheduled vesting days if Employee
complies with his obligations outlined in this clause 1), and any equivalent forfeiture provision
will not apply to the variation or any future termination of the Employment in respect of
the Retained RSUs, provided that the Employee continues to comply with the restrictive covenants
set out in clause 7 of the Employment Contract (
Restrictive Covenants
). In the event
of any inconsistency between Schedule 1 and a Grant Notice, RSU Agreement or the 2025 Plan,
Schedule 1 will prevail to the extent of the inconsistency. All RSUs granted to the Employee
other than the Retained RSUs are forfeited with effect from the Variation Date, and the Employee
has no entitlement to, and releases each of the Beneficiaries (as defined below) from any
claim in respect of, any RSUs, options or other awards under the 2025 Plan or otherwise,
except for the Retained RSUs.
2
The
Employee releases:
(a)
the
Employer and the Parent Company;
(b)
each
Associated Entity (as defined in section 50AAA of the
Corporations Act 2001
(Cth))
of the Employer and the Parent Company (
Group Member
);
(c)
each
of the Employer’s and Parent Company’s current and former directors, officers,
shareholders, employees, contractors and agents, and
(d)
each
Group Member’s current and former directors, officers, shareholders, employees, contractors
and agents,
(
Beneficiaries
)
from
all or any actions, suits, claims, demands, legal proceedings, causes of action, complaints or associated costs (whether current or future)
which he has, or but for this deed may have had, in relation to or arising from the Employment up to the Variation Date, the Position,
the Employment Contract, the Equity Plans, the Grant Notices and the RSU Agreements (
Employee Claims
). This release does not extend
to Employee Claims under relevant workers compensation and superannuation legislation, any rights and entitlements under the Indemnification
Agreement, including any other indemnification or insurance policy maintained by the Parent Company or the Employer that may apply to
Employee, the Retained RSUs and any rights to enforce the terms of this deed. Any of the Beneficiaries may plead this deed as an absolute
bar to any Employee Claims or anyone claiming through the Employee.
3
Without
limiting clause 2, the Employee acknowledges and agrees that he would not be entitled to
certain of the payments and other benefits made to him and referred to in this deed but for
him entering into this deed, and that the payments and other benefits made to him and referred
to in this deed satisfy all contractual, industrial, statutory or other entitlements which
he has in relation to or arising from the Employment to the Variation Date, the Position,
the Employment Contract, the Equity Plans, the Grant Notices, the RSU Agreements and the
Retained RSUs, including any entitlements in respect of wages, loadings, allowances, bonuses,
commissions, penalty rates, overtime, annual holidays, long service leave, notice entitlements,
payment in lieu of notice, profit-sharing stock options, short term incentives, long term
incentives and all reasonable work-related expenses, except that this clause does not affect
or limit any entitlement or right of the Employee under the Indemnification Agreement or
any other indemnification or insurance policy maintained by the Parent Company or the Employer
that may apply to Employee.
Page
3
4
The
Employer and the Parent Company, jointly and severally, release and indemnify the Employee
and agree to keep the Employee indemnified, from all or any actions, suits, claims, demands,
legal proceedings, causes of action, complaints or associated costs (whether current or future)
which it has, or but for this deed may have had, in relation to or arising from the Employment
up to the Variation Date, the Position, the Employment Contract up to the Variation Date,
the Equity Plans, the Grant Notices, the RSU Agreements and the Retained RSUs (
Released
Claims
), provided that this release and indemnity does not extend to, and the Employer
and the Parent Company expressly reserve, any claims arising from or in connection with:
(i) any breach by the Employee of the Restrictive Covenants or any similar obligations or
covenants; (ii) any breach by the Employee of any obligation relating to trade secrets, confidential
information or intellectual property under the Employment Contract or at law; or (iii) any
fraud or criminal conduct by the Employee in connection with the performance of Employee’s
job duties during the term of Employment. To the fullest extent permitted by law, effective
as of the Effective Date, (a) each of the Employer and Parent Company covenant and agree
that they shall not (and shall cause their past, present, and future parents, subsidiaries,
affiliates, managers, members, officers, directors, stockholders, partners, equity holders,
employees, agents, representatives, insurers, successors, and assigns not to) commence, encourage,
solicit, assist, or maintain any action, suit, claim, arbitration, or proceeding against
Employee with respect to any Released Claims. The Employee may plead this deed as an absolute
bar to any Released Claims made by the Employer or the Parent Company or anyone claiming
through the Employer or the Parent Company.
5
The
Employee must:
(a)
do
anything, including execute any document, reasonably required for the purpose of or to give
effect to this deed; and
(b)
provide
any assistance which a Beneficiary reasonably requires in relation to any threatened or actual
legal proceedings directly relating to the Employment or the Employee’s role as Chief
Operating Officer, provided that:
(i)
the
Beneficiary gives the Employee reasonable advance written notice of any required assistance;
(ii)
the
Beneficiary reimburses the Employee for all reasonable out-of-pocket costs and expenses incurred
by the Employee in providing such assistance, including reasonable legal costs where the
Employee reasonably determines it necessary to obtain separate legal advice, when such costs
have been pre-approved, which approval will not be unreasonable withheld;
(iii)
the
request does not materially interfere with the Employee’s other professional or personal
commitments; and
(iv)
the
Employee is not required to provide assistance that would require him to act contrary to
his own legal interests or privilege.
6
The
Employee must not make any statement, publicly or otherwise, to disparage or criticise any
of the Beneficiaries or speak or write about any of them in a manner which is likely to injure
their commercial, professional or personal reputation. This clause does not prevent the Employee
from making any statement that is truthful, accurate, and not made with intent to injure
the commercial reputation of any Beneficiary or from testifying in any legislative, administrative
or judicial proceeding about criminal conduct, discrimination, harassment, or sexual harassment
when compelled or requested by lawful process.
Page
4
7
The
Employer and the Parent Company must not, and must ensure that their respective directors,
officers and senior employees do not, make any statement, publicly or privately, to disparage
or criticise the Employee or speak or write about him in a manner which is likely to injure
his commercial, professional or personal reputation. The Employer and Parent Company are
liable for any breach of this obligation by their respective directors, officers and senior
employees. For the avoidance of doubt, this obligation applies to statements made in any
public filing, press release, investor communication, or social media communication made
by or on behalf of the Employer or Parent Company.
8
The
Parties must keep confidential and not disclose the terms of this deed, or the negotiations
leading up to this deed to any other person, whether directly or indirectly, except:
(a)
to
obtain professional legal or accounting advice (and then only if the recipient of the information
has undertaken to keep it confidential);
(b)
if
required by law, or in relation to any request or investigation by any law enforcement, regulatory
or statutory agency;
(c)
if
required by any stock exchange on which securities of the Parent Company or any Group Member
are listed, or by any securities regulator;
(d)
by
current report on Form 8-K;
(e)
for
the purpose of enforcing the deed in any court or tribunal;
(f)
with
the other Parties’ prior written consent; or
(g)
to
the Employee’s immediate family members (including spouse, domestic partner, or adult
children), provided that the Employee shall ensure that any such family member is made aware
of the confidentiality obligations in this clause and agrees to keep the information confidential.
9
Subject
to clause 1, the Employee acknowledges and agrees that the Employee will continue to be bound
by the continuing obligations and restrictions contained in the Employment Contract.
10
In
accordance with the Variation, the parties agree that the Employment Contract is varied such
that:
(a)
Item
1 of the particulars in the letter of offer forming part of the Employment Contract is varied
so that the Employee’s position changes from Chief Operations Officer to Head of Strategic
Partnerships.
(b)
Item
6 of the particulars in the letter of offer is varied so that the Employee will be paid an
annual base salary of $563,380 AUD (
Annual Salary
) excluding statutory superannuation
contributions.
(c)
A
fixed STI outcome of AUD$422,535 for your time as the Chief Operating Officer, payable post
31 December 2026, and at the same time as other customary STI payments made by the Company
to other executives.
(d)
Item
8 is varied to read as follows: You are eligible for a variable incentive of up to 6,416
RSUs subject to achievement of KPI’s as set out in the company job description to be
set by the company.
(e)
Item
9 is deleted and the terms of this deed regarding Retained RSUs instead apply.
Page
5
(f)
Clause 6 of the terms of
employment forming part of the Employment Contract is varied to add a new clause 6.11, which states that:
(i)
The
parties agree that this is a fixed term employment agreement, which will continues until
31 March 2027, unless terminated earlier under this clause 6, and that the agreement will
terminate automatically on 31 March 2027 without the need for either party to provide notice
or payment in lieu of notice.
(ii)
The
parties may agree mutually in writing to extend this term by time to time by varying this
clause 6.11 to provide additional extension of this fixed term date.
11
The
Employee acknowledges that:
(a)
he
has not improperly copied, used or disclosed to any person any confidential information of
the Employer, and will not do so at any time;
(b)
he
has not commenced proceedings in relation to the Employment or the Variation of the Employment
against any of the Beneficiaries;
(c)
no
promise, representation or inducement has been made to him to enter into this deed, other
than as set out in this deed;
(d)
he
has had reasonable opportunity to receive independent legal advice about the terms and effect
of this deed; and
(e)
the
Employee enters into this deed in all the circumstances, which are not unfair, unconscionable
or against public interest.
12
Subject
to clause 9, this deed constitutes the entire agreement between the Parties about its subject
matter and replaces any prior understanding or agreement between the Parties relating to
the subject matter of this deed, provided that this clause does not supersede or affect:
(a)
the
Indemnification Agreement, which continues in full force and effect, and any other indemnification
or insurance policy maintained by the Parent Company or the Employer that may apply to Employee;
or
(b)
any
equity award agreement, grant notice, or plan document relating to the Retained RSUs, except
to the extent Schedule 1 expressly prevails in the event of inconsistency.
13
The
validity, construction and performance of this deed will be governed by the laws of the State
of New South Wales, and each Party irrevocably and unconditionally submits to the non-exclusive
jurisdiction of the Courts of New South Wales, Australia.
14
If
any part of this deed is found to be void or unenforceable, that part of the deed will be
read down or severed to the extent necessary and the rest of the deed will have full force
and effect.
15
This
deed may be executed in any number of counterparts, and this has the same effect as if the
signatures on the counterparts were on a single copy of this deed. Without limiting the foregoing,
if the signatures on behalf of one party are on different counterparts, this shall be taken
to be, and have the same effect as, signatures on the same counterpart and on a single copy
of this deed.
16
The
failure of a Party to enforce a provision of this deed does not affect that Party’s
rights subsequently to enforce that provision or to avail itself of any remedy it may have
for any breach of that provision.
17
This
deed may not be amended, modified or varied in any respect except by a written instrument
signed by all of the Parties to this deed.
18
The
Parties agree that their communication of an offer or acceptance of this deed, including
exchanging counterparts, may be effected by any electronic method that evidences that Party’s
execution of this deed, including by electronic signature (including by signing on an electronic
device or by digital signature using a recognised electronic signature platform).
Page
6
Executed
as a deed
Signed
for and on behalf of
SharonAI Holdings, Inc.
by its duly appointed agent who by his/her execution warrants his/her authority
to execute this instrument in the presence of:
SharonAI,
Inc.
by its Agent
Agent
/s/
James Manning
/s/
Phillip Inberg
James
Manning
Witness
Print
name
Phillip
Inberg
CEO
Full
name
Position
Signed
for and on behalf of
SharonAI Pty Ltd
ACN 645 215 194 by its duly appointed agent who by his/her execution warrants his/her
authority to execute this instrument in the presence of:
SharonAI
Pty Ltd
by its Agent
Agent
signature
/s/
James Manning
/s/
Phillip Inberg
James
Manning
Witness
signature
Agent
full name
Phillip
Inberg
CEO
Witness
full name
Agent
position
Signed
and sealed
by
Andrew
Leece
/s/
Andrew Leece
in
the presence of:
Andrew
Leece signature
Witness
signature
/s/
Phillip Inberg
Phillip
Inberg
Witness
full name
08-Sep-2026
| 4:58:07 PM AEST
Date