UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
UNDER
THE SECURITIES ACT OF 1933
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Officer Compensation
On June 3, 2026, the Board of Directors (the “Board”) of Hadron Energy, Inc., a Delaware corporation (the “Company”) approved the base salaries and target bonuses (together, the “Compensation”) of the following executive officers of the Company. The Compensation was approved following the closing of the Company’s business combination and reflects the initial compensation arrangements for these executive officers in their respective roles following such closing. Each executive officer shall have the opportunity to earn an annual bonus (“Annual Bonus”) under an executive incentive plan that is still to be established by the Board and which will be applicable to executives of the Company generally, with the actual amount of each Annual Bonus being determined by the Board or its designated committee, the Compensation Committee of the Board (the “Compensation Committee”), based on the achievement of performance goals and target objectives to be established by the Board or the Compensation Committee, in its discretion, and for which the target of the Annual Bonus is set forth as a percentage of the annual base salary during the specific calendar year. Any Annual Bonus payable to an executive officer will be payable not later than two and one-half months following the close of the calendar year to which it pertains. The approved Compensation is as follows:
| Name: | Base Salary: | Target Bonus (percent of Base Salary): | ||||
| Samuel Gibson, Chief Executive Officer |
$ | 400,000 | 50% | |||
| Rahul Shukla, Chief Financial Officer |
$ | 350,000 | 40% | |||
| Dr. Andrew M. Ward, Chief Technology Officer |
$ | 300,000 | 40% | |||
| Ken Canavan, Chief Operating Officer |
$ | 300,000 | 40% | |||
The Compensation reflected above does not include any equity-based compensation awards that may be granted to officers in the future under the Company’s 2026 equity incentive plan.
SIGNATURES
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.
| Hadron Energy, Inc. | ||||||
| Dated: June 5, 2026 | ||||||
| By: | /s/ Samuel Gibson | |||||
| Chief Executive Officer | ||||||