What changed in this filing

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Item 9A. Controls and Procedures

2023-11-20 compared with 2022-06-14 · 65 added, 37 removed, 354 unchanged (22% of the section changed)

34 unchanged sentences

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

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Bradley graduated from York University in 1998 in Finance and Economics and received his undergraduate degree with honors in 1991 in Business Finance from Sandford College.

Significant Employee

J effrey Delancey, a ge 49, w as our Chief Executive Officer until his resignation on January 21, 2020.

He has twenty-nine years of direct oilfield operating experience.

For the last seventeen years, Mr.

Delancey participates as a working interest owner in various oil and gas projects throughout the southeast giving him knowledge and expertise in the investment aspects of the oil and gas business.

Board Committees

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being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or State securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

being subject of, or a party to, any Federal or State judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended, or vacated, relating to an alleged

violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

being subject of, or a party to, any Federal or State judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended, or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

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Compensation Earnings

Jeffrey Delancey(1)

Delancey was a director from May 18, 2018, through January 21, 2020.

For the years ended December 31, 2022, and 2021, no compensation has been paid to our directors in consideration for their services rendered in their capacities as directors.

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Wellman was appointed Chief Financial Officer on March 16, 2020.

Wellman’s base salary is $100,000, payable semi-monthly in equal installments, but the base salary is deferred until the Company has sufficient cash flow to pay the base salary.

Wellman’s base salary is $100,000, payable semi-monthly in equal installments, but the base salary is deferred until the Company has sufficient cash flow to pay the base

Alternatively, the accrued unpaid base salary can be converted into shares of the CoJax Common Stock at the lower conversion price of the initial public offering price of $2.00 or current market price at the time of conversion by Mr.

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(1) the term of the employment agreement is three years;

(2) a base annual salary of $120,000 payable semi-monthly in equal installments, but the base salary is deferred and only will be paid when Company is adequately funded, or the accrued unpaid base salary can be converted into shares of the CoJax Common Stock at the lower conversion price of the initial public offering price of $2.00 or current market price at the time of conversion by Mr.

(2) a base annual salary of $120,000 payable semi-monthly in equal installments, but the base salary is deferred and only will be paid when the Company is adequately funded, or the accrued unpaid base salary can be converted into shares of the CoJax Common Stock at the lower conversion price of the initial public offering price of $2.00 or current market price at the time of conversion by Mr.

Guzy is eligible for an ad hoc performance bonus if and in an amount approved by the disinterested directors when and if CoJax appoints disinterested directors;

1 unchanged sentence

(5) continuation of Mr.

Guzy’s under Company’s health insurance and other benefit plans for 24 months after any termination of his employment for a good reason (as defined in the employment agreement);

Guzy’s under the Company’s health insurance and other benefit plans for 24 months after any termination of his employment for a good reason (as defined in the employment agreement);

(6) imposes confidentiality and non-recruitment of Company employees obligations on Mr.

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Guzy while acting in good faith on behalf of the Company.

Within the scope of the authority of his pursuant to the employment agreement and the fullest extent provided under the CoJax

Bylaws, the CoJax Amended and Restated Articles of Incorporation and the Virginia Stock Corporation Act, except that Mr.

Within the scope of the authority of his pursuant to the employment agreement and the fullest extent provided under the CoJax Bylaws, the CoJax Amended and Restated Articles of Incorporation and the Virginia Stock Corporation Act, except that Mr.

Guzy must have in good faith believed that such action was in, or not opposed to, the best interests of CoJax, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful.

No indemnification barred by regulations or policies of the SEC or in clear violation of public policy will be permitted under the employment agreement.

On February 14, 2023, the Company entered into a new employment agreement with Mr.

Guzy (the “Guzy 2023 Employment Agreement”), pursuant to which Mr.

Guzy will continue serving the Company as Chief Executive Officer, President and Chairman of the Company.

The Guzy 2023 Employment Agreement has a 3-year term through February 14, 2026, unless terminated earlier pursuant to the terms of the Guzy

2023 Employment Agreement.

Pursuant to the Guzy 2023 Employment Agreement, Mr.

Guzy will be paid a base salary of $120,000 per annum, which salary will accrue and can either be paid in total when the Company is adequately funded or, alternatively, the accrued unpaid base salary can be converted into shares of the Company’s common stock at the lower conversion price of the initial public offering price of $2.00 or current market price at the time of conversion by Mr.

Pursuant to the Guzy 2023 Employment Agreement, Mr.

Guzy may participate in any incentive compensation and other benefit plans may be granted bonus performance bonus payments to be paid in cash, stock, or both.

In addition, the Guzy 2023 Employment Agreement includes provisions for paid vacation time and expense reimbursement.

The Guzy 2023 Employment Agreement may be terminated (i) immediately upon Mr.

Guzy’s death or Disability;

(ii) by the Company for Cause;

Guzy for Good Reason (as these terms are defined in the Guzy 2023 Employment Agreement or (iv) other than for Cause or Good Reason, by Mr.

Guzy or the Company upon not less than sixty (60) days prior written notice of termination.

Guzy terminates the employment for a Good Reason, then he would be entitled to:

a cash payment, payable in equal installments over a six (6) month period after Mr.

Guzy terminates employment, equal to the sum of the following:

(a) subject to the payment of the following sums not causing the insolvency of the Company, the equivalent of the greater of (i) twenty-four (24) months of Mr.

Guzy’s then-current base salary or (ii) the remainder of the term of the Guzy 2023 Employment Agreement;

plus (b) any previously earned but unpaid salary through Mr.

Guzy’s final date of employment, being Mr.

Guzy’s termination of employment.

Barrett Wellman’s employment agreement, dated March 16, 2020 , provides for:

3 unchanged sentences

(1) the term of the employment agreement is 3 years;

(2) a base annual salary of $100,000 payable semi-monthly in equal installments, but the base salary can either be paid in total when CoJax is adequately funded or, alternatively, the accrued unpaid base salary can be converted into shares of the CoJax common stock at the lower conversion price of the initial public offering price of $2.00 or current market price at time of conversion by Mr.

Wellman is eligible for an ad hoc performance bonus if and in an amount approved by the disinterested directors;

23 unchanged sentences

Wellman must have in good faith believed that such action was in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable

cause to believe that such conduct was unlawful.

Wellman must have in good faith believed that such action was in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful.

No indemnification barred by regulations or policies of the SEC or in clear violation of public policy will be permitted under the employment agreement.

Wellman’s Employment Agreement has been extended to a termination date of August 16, 2024.

Director Compensation

Jeffrey Guzy did not receive any compensation for his role as a director for the year ended December 31, 2021.

Jeffrey Guzy did not receive any cash compensation for his role as a director for the year ended December 31, 2022.

See Item 12 for further details.

Bradley did not receive any cash compensation for his role as a director for the year ended December 31, 2022.

See Item 12 for further details.

Employee Benefit Plans

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The use of our common stock as part of our compensation program is intended to foster a pay-for-performance culture that is an essential element of our overall compensation philosophy.

Our equity will be used to retain our officers and other employees and promote a focus on sustained enhancement through improved performance.

Our equity will be used to retain our officers and other employees and promote a focus on sustained enhancement through

improved performance.

The 2018 Plan is intended to be “performance-based compensation” under Section 162(m) of the Internal Revenue Code (“Section 162(m)”), to be exempt from the tax deduction limits of Section 162(m) if they meet the other requirements of Section 162(m).

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The plan administrator determines the performance goals.

The performance goals may be based on company-wide performance or performance of one or more business

units, divisions, affiliates, or business segments.

The performance goals may be based on company-wide performance or performance of one or more business units, divisions, affiliates, or business segments.

They may be either absolute or relative to the performance of one or more comparable companies or the performance of one or more relevant indices.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table lists, as of June 13, 2022, the number of shares of common stock beneficially owned by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known to the Company to be the beneficial owner of more than 5% of the outstanding common stock;

The following table lists, as of November 16, 2023 the number of shares of common stock beneficially owned by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known to the Company to be the beneficial owner of more than 5% of the outstanding common stock;

(ii) each of our directors (iii) each of our Named Executive Officers and (iv) all executive officers and directors as a group.

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Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the security.

The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership

within 60 days.

The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days.

Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest.

Except as noted below, each person has sole voting and investment power with respect to the shares beneficially owned and each stockholder’s address is c/o CoJax Oil and Gas Corporation, 3033 Wilson Boulevard, Suite E-605, Arlington, Virginia 22201.

The percentages below are calculated based on 5,992,131 shares of common stock issued and outstanding as of June 13, 2022.

The percentages below are calculated based on 9,315,902 shares of common stock issued and outstanding as of November xx, 2023.

Name of Beneficial Owner

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Rosswood Capital LLC(3)

Jeffrey Wayne Delancy

(1) Does not include 32,500 shares of Series A Convertible Preferred Stock.

Stone Creek Properties, LLC (4)

Stonefield Fund LLC (5)

Quantoleum Holdings LLC (6)

Khaki Investments LLC (7)

1) Includes 575,000 shares of common stock issuable upon conversion of 57,500 shares of Series A Convertible Preferred Stock that can be converted at any time.

Each share of the Series A Convertible Preferred Stock is convertible at the option of the holder thereof to ten (10) shares of common stock.

(2) Does not include 22,500 shares of Series A Convertible Preferred Stock.

(2) Includes 47,500 shares of common stock issuable upon conversion of 22,500 shares of Series A Convertible Preferred Stock.

Each share of the Series A Convertible Preferred Stock is convertible at the option of the holder thereof to ten (10) shares of common stock.

(3) Rosswood Capital LLC acquired these shares pursuant to a gift transfer from Central Operating, LLC.

Central Operating, LLC was the Lender of the Assumed Debt and acquired these shares pursuant to the Debt Exchange Agreement, dated November 16, 2021.

(3) Peter Biglane is the Manager of Rosswood Capital LLC and has sole voting and dispositive power over the shares held by Rosswood Capital LLC.

(4) David Sullivan is the Manager of Stone Creek Properties LLC and has sole voting and dispositive power over the shares held by Stone Creek Properties LLC.

(5) Alfonso Rivera Revilla is the Manager of Stonefield Fund LLC and has sole voting and dispositive power over the shares held by Stonefield Fund LLC.

(6) Andrew Cardwell is the Manager of Quantoleum Holdings LLC and has sole voting and dispositive power over the shares held by Quantoleum Holdings LLC.

(7) Sophie Biglane is the Manager of Khaki Investments LLC and has sole voting and dispositive power over the shares held by Khaki Investments LLC.

Changes in Control Agreements.

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Audit and Accounting Fees

The Board of the Company has appointed Haynie & Company.

CPAs PC (“Haynie”) as our independent registered public accounting firm for the fiscal year ended December 31, 2021.

The following table sets forth the fees billed to the Company for professional services rendered by Haynie for each of the years ended December 31, 2021, and 2020:

The Board of the Company has appointed Sadler, Gibb & Associates, LLC (“S|G”) as our independent registered public accounting firm for the fiscal year ended December 31, 2022.

Haynie & Company CPAs PC (“Haynie”) was our independent registered public accounting firm for the fiscal year ended December 31, 2021.

The following table sets forth the fees billed to the Company for professional services rendered by S|G and Haynie for each of the years ended December 31, 2022, and 2021, respectively:

Audit related fees

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Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Form S-1 Registration Statement filed with the Commission on July 26, 2019)

Description of Securities

Description of Securities (incorporated by reference to Exhibit 4.1 to the Form S-1 Registration Statement filed with the Commission on July 26, 2019)

Employment Agreement between CoJax Oil and Gas Corporation and Jeffrey J.

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Barrett Wellman (incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on January 4, 2022)

NONOP purchase and sale agreement dated November 8, 2022

BUCKLEY purchase and sale agreement dated October 15, 2022

Code of Ethics (incorporated by reference to Exhibit 14 to the Form S-1 Registration Statement filed with the Commission on July 26, 2019)

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4 to Form S-1 Registration Statement filed with the Commission on September 14, 2021)

Consent of Netherland, Sewell & Associates, Inc.

Certification of Jeffrey J.

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Barrister Energy, LLC Oil Leases (incorporated by reference to Exhibit 99.2 to the Company’s Annual Report on Form 10-K, filed with the Commission on May 14, 2021)

Reserve Report, Netherland, Sewell & Associates, Inc, Texas Registered Engineering Firm F-2699

* Filed Herewith

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(Principal Executive Officer)

June 13, 2022

November 17, 2023

Barrett Wellman

2 unchanged sentences

(Principal Financial and Accounting Officer)

June 13, 2022

November 17, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

2 unchanged sentences

(Principal Executive Officer)

June 13, 2022

November 17, 2023

Barrett Wellman

2 unchanged sentences

(Principal Financial and Accounting Officer)

November 17, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures