Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On July 5, 2022, Alexander D. Henderson, Iain Bratt, Jim Lupkin, and Shemori
BoShae Guinn tendered their resignations from the Board of Directors (the
"Outgoing Board") of Toga Limited (the "Company"). Such resignations will all
become effective upon the close of the special stockholders' meeting currently
scheduled to take place on July 6, 2022 at 5:00 pm PST (July 7, 2022 at 8:00 am
Malaysia time) (the "Special Stockholders' Meeting"). With the exception of Mr.
Henderson, who was the Company's Chief Financial Officer until July 2021, the
Outgoing Board consists of independent directors who also serve as a member or a
chair of the Audit Committee, Compensation Committee, or Nominating and
Corporate Governance Committee. Each resignation from a member of the Outgoing
Board applies to all roles with the Company. The Outgoing Board's decision to
resign was based on the anticipated elections of a new board of directors
consisting of Michael Toh Kok Soon, Seow Wen "Stanley" Jun, Chuah Ming Zhe,
Chong Sheng Quan, and Chung Meng Chow (the "Incoming Board") at the Special
Stockholders' Meeting, not the result of any disagreements with the board of
directors, the Company, or any executive officer on matters related to the
Company's operations, policies, or practices.
The Outgoing Board is not currently aware of any plans to fill vacancies on
various committees, though the Incoming Board will have the ability to make
appointments constituting the board of directors and its various committees
pursuant to the Company's articles of incorporation, bylaws, and the charters of
the various committees, which are currently available at
https://togalimited.com/corporate-governance.
Item 8.01 Other Events.
An order was served on June 29, 2022 by the District Court of Clark County,
Nevada, Department, 31, in Michael Toh Kok Soon vs. Alexander Henderson and Toga
Limited, et. al. (Case No. A-21-841604-B), attached hereto as Exhibit 99.1 (the
"Order"). The Order granted summary judgement against Michael Toh and in favor
of Alexander Henderson and the Company's joinder thereto, regarding Mr. Toh's
eight (8) claims for relief: (1) declaratory relief; (2) injunctive relief; (3)
breach of contract; (4) breach of duty of good faith; (5) breach of loyalty; (6)
breach of fiduciary duty; (7) unjust enrichment; and (8) intentional
interference with contractual relations. All such claims failed and were subject
to summary judgment, which Mr. Toh may appeal under Nevada law.
The Order includes detailed findings of fact and conclusions of law, explaining
that it was "entered in favor of [Mr.] Henderson as to all claims advanced by
[Mr. Toh] on both procedural grounds and substantive grounds." Mr. Toh "failed
to properly oppose Henderson's Motion for Summary Judgment," "failed to comply
with the mandatory deadlines," and "fail[ed] to comply with the mandatory
prerequisites for bringing derivative claims against [Mr.] Henderson on behalf
of [the Company]." The order also explained that an employment settlement
between Mr. Henderson and the Company was entered in Mr. Henderson's favor for
$445,607, which is $180,000 less than the $625,607 sought by Mr. Henderson,
where such settlement also included an agreement to address the $180,000 balance
at a future date.
The above summary is just that - a summary - and should not be viewed as a
substitute for reading the full Order. Accordingly, the above summary is
qualified in its entirety by the Order attached hereto as Exhibit 99.1.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Order served on June 29, 2022, issued by the District Court of Clark
County, Nevada Department, 31, in Michael Toh Kok Soon vs. Alexander
Henderson and Toga Limited, et. al. (Case No. A-21-841604-B)
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