Item 1.02 Termination of a Material Definitive Agreement.
Effective December 28, 2022, Bitech Technologies Corporation (the "Company")
terminated the Patent & Technology Exclusive and Non-Exclusive License Agreement
dated January 15, 2021, as amended, entered into between SuperGreen Energy Corp.
("SuperGreen") and the Company's wholly owned subsidiary Bitech Mining
Corporation ("Bitech Mining") (the "SuperGreen License") for the reasons set
forth in Item 8.01 below and incorporated herein by this reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
During the period from April 11, 2022 through December 31, 2022, Benjamin Tran
was paid an aggregate of $86,000 as compensation for serving as the Company's
Chief Executive Officer and member of the Board of Directors, Michael Cao was
paid an aggregate of $30,000 as compensation for serving as a member of the
Company's Board of Directors and for consulting services and Mr. Brilon was paid
an aggregate of $16,500 as compensation for serving as the Company's Chief
Financial Officer and serving as a member of its Board of Directors in addition
to the stock award previously disclosed in a Form 8-K filed by the Company with
the SEC on April 20, 2022. During fiscal 2023, Mr. Tran will continue to be paid
a salary by the Company in the amount of $11,000 per month and Mr. Brilon will
be paid a consulting fee at the approximate rate of $4,500 per quarter depending
on the amount of time he devotes to providing services on behalf of the Company.
Item 8.01 Other Events.
Bitech Technologies Corporation is refocusing its business development plans as
it seeks to become a global technology solution enabler dedicated to providing a
suite of green energy solutions with industry focus on data centers, commercial
and residential utility, electric vehicle (EV) infrastructure, and other
renewable energy initiatives. These plans may include research and development
and acquisitions of innovative energy saving and other green energy technologies
that may include grid-balancing operators using Battery Energy Storage System
(BESS) solutions and applying new green technologies in power plants as a
technology enabler in the green energy sector. In pursuing these technologies,
the Company may seek business partnerships with defensible technology innovators
and renewable energy providers to facilitate investments, provide new market
entries toward emerging-growth regions and implement or manufacture innovative,
scalable energy system solutions with technological focuses on Smart Grid,
Building Energy Management System (BEMS), energy storage, and EV Infrastructure.
In light of these initiatives and other reasons noted below, the Company has,
however, elected to discontinue its efforts to commercialize the electric power
generation and charging system (the "Tesdison Technology") it licensed from
SuperGreen pursuant to the SuperGreen License. The Company has determined that
the Tesdison Technology was not functional nor was it capable of being developed
into a commercially viable product as had been represented to the Company by
SuperGreen, its founder Calvin Cao, and his brother Michael Cao, leading up to
Bitech Mining entering into the SuperGreen License. In addition, the Company
will temporarily pause the further development of Intellisys-8, the Company's
planned chipset and related software that had been designed to reduce power
consumption and heat in computer systems and accelerate their computational
speed due to the currently unfavorable market conditions within the
cryptocurrency market.
Due to the misrepresentations and omissions of SuperGreen, Calvin C. Cao and
Michael H. Cao, among other reasons, the Company filed a complaint in the U.S.
District Court, Central District of California on February 2, 2023 against
SuperGreen, Michael H. Cao, Linh T. Dao, Calvin C. Cao and entities affiliated
with them alleging fraud-concealment, breach of contract, breach of fiduciary
duty-duty of good faith, breach of fiduciary duty-undivided loyalty, conversion
and violation of California Penal Code Sec. 496. The complaint seeks damages of
at least $33.6 million, treble and punitive damages, imposition of a
constructive trust over the defendants assets, pre-judgment and post-judgment
interest, attorney's fees and such other relief as determined by the court.
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