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): ~~October~~March 719, ~~2024~~2025 (~~October~~March 217, ~~2024~~ 2025)

Basanite, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-53574	20-4959207
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S Employer Identification No.)

2660 NW 15th Court, Pompano Beach, Florida 33069

(Address of principal executive offices) (Zip Code)

954-532-4653

(Registrant’s telephone number, including area code)

N/A

(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:

☐

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))

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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: None

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 15.0102 ~~Entry~~Departure of ~~into~~Directors aor ~~material~~Certain ~~definitive~~Officers; ~~agreement~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Item~~On March 517, 2025, the Board of Directors, through a vote of its Chairman and Directors appointed Mr.02 Andrew Acquarulo, Jr., 62, to serve a member of ~~this~~its ~~Form~~Board ~~8-K~~of Directors. Mr. Andrew Acquarulo Jr., Andrew Acquarulo Jr. is ~~incorporated~~a byseasoned executive and entrepreneur with over ~~reference~~three ~~herein~~decades of leadership experience in the security, communications, and technology industries. He has a proven track record of driving business growth, optimizing operations, and successfully executing strategic initiatives in both private and corporate environments. Most recently, Andrew served as the North American Business Leader at ACRE Security, where he had P&L responsibility of $75M and spearheaded market expansion efforts that resulted in annual revenue growth exceeding 10%. He also played a critical role in positioning the company for long-term investment opportunities by executing a robust three-year exit strategy.

~~Item~~Prior to 3ACRE, Andrew co-founded and led ComNet Communications, LLC, a global provider of Layer 2 Ethernet solutions for security and data transmission applications.02 ~~Unregistered~~Under ~~sales~~his leadership, the company expanded internationally and became an industry leader before its successful acquisition by ACRE Security in 2016. Andrew’s extensive career also includes leadership roles at GE Security, where he had P&L responsibility of ~~unregistered~~$120M ~~securities~~and drove a 30% improvement in EBITDA, as well as at International Fiber Systems, which he co-founded and grew into a dominant player in the security and data communications market before its acquisition by General Electric.

~~In October 2024, the Company granted three advisors~~With toexpertise ~~the~~spanning ~~Company~~sales ~~and~~channel ~~its Interim Chief Executive Officer options to purchase an aggregate of 25~~development,~~000,000~~ ~~shares~~global ofsupply ~~common~~chain ~~stock. These options have a term of five years and are exercisable at $.0275 per share. A description of the 5~~optimization,~~000,000~~ ~~options~~operational ~~granted to the Company’s Interim Chief Executive Officer is described under Item 5.02. One of the three advisors received five-year options to purchase 10~~efficiencies,~~000,000 common~~ ~~shares which vest 3,000,000 on October 2, 2024, 3,000,000 which vest upon the completion of $1 million of aggregate financing~~ and an ~~additional~~financial 4strategy,~~000,000~~ ~~upon the anniversary of the first 90-day period that the Company achieves operational break even as defined in~~Andrew ~~the~~brings ~~Advisory~~a ~~Agreement. A second advisor received five~~results-~~year~~driven ~~options~~approach to ~~purchase~~every ~~2,500,000~~organization ~~shares~~he ~~which~~leads. ~~vest~~He ~~1,250,000~~holds ~~shares on October 2, 2024 and the remaining 1,250,000 options vest upon the completion of~~ a ~~minimum of $1,000,000 of aggregate financing into the Company~~B. ~~The~~S. ~~third~~in ~~advisor~~Electrical ~~received~~Engineering ~~five-year options to purchase 7,500,000 shares which vest 3,750,000 shares on October 2, 2024~~ and ~~the~~an ~~remaining 3,750,000 options vest upon the completion of a minimum of $1,000,000 of aggregate financing into the Company~~A.S. ~~Exemption~~in ~~from registration~~Mechanical isEngineering ~~claimed~~from ~~under Section 4(2) of~~ the ~~Securities~~University ~~Act~~ of ~~1933~~Hartford, asalong ~~amended.~~with ~~There~~a ~~were~~Six noSigma ~~commissions~~Green ~~paid~~Belt incertification ~~connection~~from ~~with~~General ~~the issuance of any of the aforementioned options~~Electric.

~~Item 5.02 Departure of directors or certain officers; election of directors; appoint of certain officers; compensatory arrangements of certain officers~~SIGNATURES

OnPursuant ~~October 2, 2024, Ali Manav agreed~~ to ~~become~~ the ~~Acting~~requirements ~~Chief Executive Officer~~ of ~~Basanite, Inc. (the “Company”) through June 30, 2025. As an independent~~ ~~contractor, Mr. Manav has been performing advisory services to our Company since September 1, 2024. Mr. Manav’s services to~~ the ~~Company~~ ~~will~~Securities beExchange atAct ~~a monthly fee~~ of ~~$17~~1934,~~250~~ ~~plus expenses approved by~~ the ~~Chairman.~~Registrant ~~The~~has ~~monthly~~duly ~~fee~~caused ofthis ~~$17,250~~report ~~will~~to be ~~deferred~~signed and accrued until such time as $1,000,000 is raised by the Company and which time any deferred compensation will be paid immediately to him. Upon $1,000,000 being raised by the Company, the Company will also pay Mr. Manav his monthly fee on ~~the~~its ~~first~~behalf day of each month through June 2025. Mr. Manav also received options to purchase 5 million shares of the Company’s common stock with a strike price of $.0275 equal to the closing price of the Company’s common stock as quoted by the ~~OTCQB~~undersigned ~~Market on the date of signing his engagement letter. The~~hereunto ~~option~~duly ~~will have a term of five years from the date of issuance~~authorized. The options will also contain standard cashless exercise provisions as well as piggy-back registration rights for future stock registrations that the Company may file. The options vest under the following schedule: 1.5 million options immediately upon the execution of his engagement agreement, 1.5 million options vest upon the completion of a minimum of $1 million of aggregate financing into the Company after the date of his engagement letter and 2 million options vesting upon the anniversary of the first 90-day period the Company achieves operational break even as defined in the engagement letter. Mr. Manav received $25,000 upon execution of the engagement letter for work conducted in September of 2024. As an independent contractor, Mr. Manav is not entitled to receive any employee benefits. The engagement letter will automatically terminate no later than June 30, 2025 unless the Company and Mr. Manav mutually agree on an extension.

Ali Manav, age 55, in the past five years served as Director of Operation of GEX Management for approximately one year and as a Chief Operating Officer of Innovest Global for approximately four years.

Dated: March 19, 2025	BASANITE, INC.

	By:	/s/ Jackie Placeres
		Name: Jackie Placeres
		Title: Interim Chief Financial Officer

Mr. Manav is a seasoned business professional that has over 30 years of business experience in a multitude of industries including building materials, banking, IT, healthcare, and manufacturing. Mr. Manav is a specialist in lean manufacturing and has displayed his abilities to take companies from start-up to commercialization throughout his career. Mr. Manav holds an MBA in Management and Entrepreneurialism from the Weatherhead School of Management at Case Western Reserve University (1998) and has a bachelor's in business administration with majors in Accounting and Finance from the James B. Nance College of Business Administration at Cleveland State University.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in these statements. These risks and uncertainties include, but are not limited to, the ability of the Company to file its Quarterly Report on Form 10-Q and Annual Report on Form 10-K in a timely manner, the Company's ability to maintain compliance with OTCQB continued listing standards, and other factors described in the Company's filings with the Securities and Exchange Commission. The Company assumes no obligation to update any forward-looking statements, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.		Description
10.1		Engagement Letter between the Registrant and Ali Manav dated October 2, 2024
99.1		Press Release dated October 3, 2024
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

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.

Dated: October 7, 2024	BASANITE, INC.
	By:	/s/ Ali Manav
		Name: Ali Manav
		Title: Interim Chief Executive Officer

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