Form 8-K

8-K — ChronoScale Corp

Accession: 0001493152-26-031298

Filed: 2026-06-30

Period: 2026-06-29

CIK: 0001549084

SIC: 3569 (GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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2026-06-29

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): June 29, 2026

CHRONOSCALE

CORPORATION

(Exact

name of registrant as specified in its charter)

Nevada

001-37854

99-0367049

(State

or other jurisdiction

(Commission

(IRS

Employer

Incorporation)

File

Number)

Identification

Number)

3811

Turtle Creek Blvd. Suite 2100

Dallas,

Texas

75219

(Address

of registrant’s principal executive office)

(Zip

code)

214-427-1704

(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 (see General Instruction A.2. below):

☐

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))

☐

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:

Title

of each class

Trading

symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

CHRN

Nasdaq

Capital Market

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 ☐

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

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

June 29, 2026, the board of directors (the “Board”) of ChronoScale Corporation, a Nevada corporation (the “Company”),

increased the size of the Board from seven to eight members and appointed Mr. Andrew Cordell Schaap to serve as a member of the

Board to fill the resulting vacancy, effective as of June 29, 2026. In addition, Mr. Schaap was appointed to serve as a member of each

of (i) the Audit Committee of the Board, replacing Douglas Miller who will continue to serve on the Board, and (ii) the Related

Party Transactions Committee of the Board, each effective as of June 29, 2026.

There

are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K with respect to Mr.

Schaap and the Company. For informational purposes, the Company discloses that its subsidiary is

a party to a data center lease with a company in which Mr. Schaap is Chief Executive Officer and a member of the board of directors. The lease was previously entered into in the ordinary course of business.

Upon

his appointment, Mr. Schaap was granted a Restricted Stock Award (the “Schaap RSA”) under the Company’s 2026

Omnibus Equity Incentive Plan (as amended from time to time, the “2026 Plan”). The Schaap RSA consists of two hundred

thousand restricted shares of common stock of the Company, par value $0.001 per share (the “Common

Stock”). The Schaap RSA will vest in two equal annual installments on each of the first two anniversaries of the date

of grant; provided, that Mr. Schaap continues to provide service to the Company on the applicable vesting date. In addition,

the Schaap RSA will accelerate and vest upon certain conditions as set forth therein.

The

foregoing description of the Schaap RSA is not complete and is qualified in its entirety to the full text of the Restricted Stock Award

Agreement by and between the Company and Mr. Schaap, a copy of which is incorporated by reference as Exhibit 10.1 to this Current Report

on Form 8-K and is incorporated by reference herein.

Item

8.01. Other Events.

The

Board has established the following committees of the Board: the Audit Committee, the Compensation Committee, the Nominating and Governance

Committee, and the Related Party Transaction Committee, each comprised as follows as of June 30, 2026:

Name

Audit

Committee

Compensation

Committee

Nominating

and Governance Committee

Party Transaction Committee

Douglas

Miller

Member

Richard

Nottenburg

Chair

Ella

Benson

Member

Chair

William

M. Clancy

Chair

Andrew

Schaap

Member

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Description

10.1

Restricted Stock Award Agreement, dated June 29, 2026, by and between ChronoScale Corporation and Andrew Schaap.

104

Cover Page Interactive Data File (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:

June 30, 2026

CHRONOSCALE

CORPORATION

By:

/s/

Jerome Wong

Name:

Jerome

Wong

Title:

Chief

Financial Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

RESTRICTED

STOCK AWARD AGREEMENT

CHRONOSCALE

CORPORATION

This

Restricted Stock Award Agreement (the “Agreement”), dated as of the “Award Date” set forth in the attached

Exhibit A (the “Award Date”), is entered into between ChronoScale Corporation, a Nevada corporation (the “Company”),

and the individual named in Exhibit A hereto (the “Participant”).

WHEREAS,

the Company desires to provide the Participant an incentive to participate in the success and growth of the Company through the opportunity

to earn a proprietary interest in the Company; and

WHEREAS,

to give effect to the foregoing intention, the Company desires to grant the Participant a Restricted Stock Award, pursuant to the ChronoScale

Corporation 2026 Omnibus Equity Incentive Plan (as amended, restated or otherwise modified, from time to time, the “Plan”);

NOW,

THEREFORE, in consideration of the mutual covenants hereinafter set forth and for good and valuable consideration, the parties hereto

agree as follows:

Award. The Company hereby awards the Participant a Restricted Stock Award for the number of restricted shares of Common Stock

(each a “Restricted Share” and collectively the “Restricted Shares”) set forth in Exhibit A

hereto, subject to the terms and conditions set forth herein and the provisions of the Plan, the terms of which are incorporated herein

by reference. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings as set forth in the Plan.

Restrictions on Sale or Other Transfer. Each Restricted Share awarded to the Participant pursuant to this Agreement shall be subject

to acquisition by the Company and may not be sold, transferred, assigned or pledged or otherwise be the subject of any disposition during

the “Restriction Period” as defined below and any purported sale, transfer, assignment or pledge shall be null and void ab

initio. Each Restricted Share shall be held physically or in book entry form with the Company’s transfer agent until the restrictions

set forth above with respect to such Restricted Share lapse in accordance with the provisions of Section 3 or until such Restricted

Share is forfeited pursuant to Section 3. Restricted Shares shall be delivered to the Participant only when and to the extent

that the restrictions set forth in Section 3 with respect to such Restricted Shares lapse.

Restriction Period. The Restricted Shares shall become vested, and the restrictions applicable to the Restricted Shares shall

lapse (such period, the “Restriction Period”) as set forth in Exhibit A. Subject to the terms of this Agreement,

the Participant shall forfeit the Restricted Shares to the extent that the Participant does not satisfy the applicable vesting requirements

set forth in Exhibit A.

Rights as Shareholder. Except with respect to the restrictions set forth in Section 2 above, upon the issuance to the Participant

of Restricted Shares hereunder, the Participant shall have all the rights of a shareholder of Common Stock with respect to such Restricted

Shares, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto; provided,

however, that such dividends and other distributions shall be retained by the Company for the Participant’s account and for delivery

to the Participant, together with the Restricted Shares as and when said restrictions and conditions shall have been satisfied, expired

or lapsed.

Forfeiture. Except to the extent otherwise provided in Exhibit A, upon termination of the Participant’s Continuous

Service with the Company and its Subsidiaries, any Restricted Shares as to which the Restriction Period has not then lapsed shall (together

with any dividends or distributions paid or declared thereon) be forfeited by Participant and such Restricted Shares (together with any

dividends or distributions paid or declared thereon) shall thereupon be transferred to the Company at no cost to the Company. Without

limitation of the foregoing, the Restricted Shares shall be subject to forfeiture at the election of the Company, without payment of

consideration, in the event that the Participant breaches any agreement between the Participant and the Company with respect to noncompetition,

nonsolicitation, nondisparagement, assignment of inventions and contributions and/or nondisclosure obligations of the Participant.

Acceptance. To accept the Restricted Shares, please execute and return this Agreement where indicated (including acceptance via

an electronic platform maintained by the Company or a third party administrator engaged by the Company) no later than six (6) months

from the Award Date (the “Acceptance Deadline”). By executing this Agreement and accepting the Participant’s

Restricted Shares, the Participant will have agreed to all the terms and conditions set forth in this Agreement and the Plan. The grant

of the Restricted Shares will be considered null and void, and acceptance of the Restricted Shares will be of no effect, if the Participant

does not execute and return this Agreement by the Acceptance Deadline.

Government Regulations. Notwithstanding anything contained herein to the contrary, the Company’s obligation hereunder to

issue or deliver shares of Common Stock shall be subject to Applicable Law.

Investment Purpose. The Participant represents and warrants that unless the Restricted Shares are registered under the Securities

Act of 1933, as amended (the “Securities Act”), any and all shares of Common Stock acquired by the Participant under

this Agreement will be acquired for investment for the Participant’s own account and not with a view to, for resale in connection

with, or with an intent of participating directly or indirectly in, any distribution of such shares of Common Stock within the meaning

of the Securities Act. The Participant agrees not to sell, transfer or otherwise dispose of such shares unless they are either (1) registered

under the Securities Act and all Applicable Laws, or (2) exempt from such registration in the opinion of Company counsel.

Securities Law Restrictions. Regardless of whether the offering and sale of shares of Restricted Shares pursuant to this Agreement

and the Plan have been registered under the Securities Act, or have been registered or qualified under the securities laws of any state,

the Company at its sole and absolute discretion may impose restrictions upon the sale, pledge or other transfer of such shares of Common

Stock (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the

judgment of the Company, such restrictions are necessary in order to achieve compliance with Applicable Law.

10.

Lock-Up Agreement. The Participant hereby agrees that in the event that the Restriction Period lapses with respect to any of the

Restricted Shares at a time during which any directors or officers of the Company have agreed with one or more underwriters not to sell

securities of the Company, then Participant shall enter into an agreement, in form and substance satisfactory to the Company, pursuant

to which the Participant shall agree to restrictions on transferability of such Restricted Shares, and any Restricted Shares for which

the Restriction Period may lapse during such time, comparable to the restrictions agreed upon by such directors or officers of the Company.

-2-

11.

Withholding Taxes. The Company shall have the right to require the Participant to remit to the Company, or to withhold from amounts

payable to the Participant, as compensation or otherwise, the minimum statutory amount required to satisfy all federal, state and local

income tax withholding requirements and the Participant’s share of applicable employment withholding taxes including, without limitation,

any such income or employment taxes resulting from (i) the expiration of restrictions set forth hereunder that are applicable to any

Restricted Shares or (ii) an election made by the Participant under Section 83(b) of the Code.

12.

Participant Representations. The Participant has reviewed with the Participant’s own tax advisors the federal, state, local

and foreign tax consequences of the transactions contemplated by this Agreement. The Participant is relying solely on such advisors,

and not on any statements or representations of the Company or any of its agents, if any, made to the Participant. The Participant understands

that the Participant (and not the Company) shall be responsible for the Participant’s own liability arising as a result of the

transactions contemplated by this Agreement.

13.

Section 83(b) Election. The Participant hereby acknowledges that the Participant has been informed that, with respect to the Restricted

Shares, the Participant may file an election with the Internal Revenue Service, within 30 days of the execution of this Agreement, electing

pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the Restricted Shares and

their fair market value on the date of purchase. Absent such an election, taxable income will be measured and recognized by the Participant

at the time or times at which the forfeiture restrictions on the Restricted Shares lapse. The Participant is strongly encouraged to seek

the advice of his or her own tax consultant in connection with the issuance of the Restricted Shares and the advisability of filing of

the election under Section 83(b) of the Code. THE PARTICIPANT ACKNOWLEDGES THAT IT IS NOT THE COMPANY’S RESPONSIBILITY, BUT

RATHER IS THE PARTICIPANT’S SOLE RESPONSIBILITY, TO FILE THE ELECTION UNDER SECTION 83(b) TIMELY. If the Participant files

an election under Section 83(b) of the Code, the Participant shall promptly furnish the Company with a copy of the election. A form of

election under Section 83(b) of the Code is attached hereto as Exhibit B for reference.

14.

No Guarantee of Continued Service. The Participant acknowledges and agrees that (i) nothing in this Agreement or the Plan confers

on the Participant any right to continue in an employment, service or consulting relationship with the Company, nor shall it affect in

any way the Participant’s right or the Company’s right to terminate the Participant’s employment, service, or consulting

relationship at any time, with or without cause, subject to any employment or service agreement that may have been entered into by the

Company and the Participant; and (ii) the Company would not have granted this Award to the Participant but for these acknowledgements

and agreements.

15.

Notices. Notices or communications to be made hereunder shall be in writing and shall be delivered in person, by registered mail,

by confirmed facsimile or by a reputable overnight courier service to the Company at its principal office or to the Participant at his

or her address contained in the records of the Company. Alternatively, notices and other communications may be provided in the form and

manner of such electronic means as the Company may permit.

-3-

16.

Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire

agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements

of the Company and the Participant with respect to the subject matter hereof, and except as provided in the Plan, may not be modified

in a manner material and adverse to the Participant’s interest except by means of a writing signed by the Company and the Participant.

In the event of any conflict between this Agreement and the Plan, the Plan shall be controlling. This Agreement shall be construed under

the laws of the State of Texas, without regard to conflict of laws principles.

17.

Opportunity for Review. The Participant and the Company agree that this Award is granted under and governed by the terms and conditions

of the Plan and this Agreement. The Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to

obtain the advice of counsel prior to accepting this Agreement and fully understands all provisions of the Plan and this Agreement. The

Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions

relating to the Plan and this Agreement. The Participant further agrees to promptly notify the Company upon any change in Participant’s

residence address.

18.

Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Participant and their respective

permitted successors, assigns, heirs, beneficiaries and representatives.

19.

Section 409A Compliance. To the extent that this Agreement and the award of Restricted Shares hereunder are or become subject

to the provisions of Section 409A of the Code, the Company and the Participant agree that this Agreement may be amended or modified by

the Company, in its sole and absolute discretion and without the Participant’s consent, as appropriate to maintain compliance with

the provisions of Section 409A of the Code.

20.

Recoupment. Notwithstanding anything to the contrary contained herein, any amounts paid hereunder shall be subject to recoupment

in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any

clawback policy adopted by the Company, as in effect from time to time, or as is otherwise required by Applicable Law.

[Signature

Page Follows]

-4-

WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in Exhibit A.

CHRONOSCALE CORPORATION

By:

/s/

Jerome Wong

Name:

Jerome

Wong

Title:

Chief

Financial Officer

PARTICIPANT

/s/ Andrew Schaap

Name:

Andrew Schaap

-5-

EXHIBIT

CHRONOSCALE

CORPORATION

RESTRICTED

STOCK AWARD AGREEMENT

(a).

Participant’s Name: Andrew Schaap

(b).

Award Date: June 29, 2026

(c).

Number of Restricted Shares Granted: 200,000

(d).

Restriction Period:

The

Restricted Shares shall vest as follows: (i) fifty percent (50%) of the Restricted Shares shall vest on the one-year anniversary of the

Award Date; and (ii) fifty percent (50%) of the Restricted Shares shall vest on the two-year anniversary of the Award Date, subject to

the Participant’s Continuous Service with the Company through the applicable vesting date; provided, however, (A) in the event

the Participant’s Continuous Service is terminated due to the Participant’s death, or by the Company due to the Participant’s

Disability, the Restricted Shares shall vest in full on the date of termination of the Participant’s Continuous Service, (B) the

Restricted Shares shall vest in full on the date of consummation of a Change in Control, subject to the Participant’s Continuous

Service through the date of consummation of such Change in Control, and (C) in the event that the Participant elects not to stand for

reelection as a director of the Company, a pro-rata portion of the then-unvested Restricted Shares (if any) shall vest at the annual

meeting at which their services as a director for the Company terminates, in an amount determined as follows:

(1)

if the Participant elects not to stand for reelection prior to the first annual meeting of Stockholders following the Award Date (such

meeting, the “First Post-Award Annual Meeting”), the number of Restricted Shares that shall vest pursuant to clause (C) shall

equal the product of (x) 100,000, multiplied by (y) a fraction, (1) the numerator of which is the number of days elapsed from and including

the Award Date through and including the date of the First Post-Award Annual Meeting, and (2) the denominator of which is the total number

of days from and including the Award Date through and including the one-year anniversary of the Award Date; and

(2)

if the Participant elects not to stand for reelection following the First Post-Award Annual Meeting, the number of Restricted Shares

that shall vest pursuant to clause (C) (if any) shall equal the product of (x) 100,000, multiplied by (y) a fraction, (1) the numerator

of which is the number of days elapsed from and including the most recent date on which a tranche of Restricted Shares vested (or, if

no tranche has previously vested, the Award Date), through and including the date of the applicable Annual Meeting of Stockholders at

which the Participant’s service as a director of the Company terminates, and (2) the denominator of which is the total number of

days in the vesting period applicable to the tranche next scheduled to vest following the date of the applicable Annual Meeting of Stockholders.

-6-

EXHIBIT

ELECTION

UNDER SECTION 83(b)

THE INTERNAL REVENUE CODE OF 1986

The

undersigned taxpayer hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, and the Treasury

Regulations thereunder (the “Regulations”), and in connection with this election supplies the following information:

The name, address and taxpayer identification number of the undersigned are:

[Name]

[Address]

Social

Security Number: ___-__-____

The election is being made with respect to [________] shares of common stock (the “Stock”) of ChronoScale Corporation, a

Nevada corporation (the “Company”).

The date on which the Stock was transferred to the undersigned was [_______________]. The taxable year for which this election is being

made is calendar year [____].

The property is subject to the following restrictions:

The

above-mentioned shares may not be transferred and are subject to forfeiture under the terms of an agreement between the taxpayer and

the Company. These restrictions lapse upon the satisfaction of certain conditions contained in such agreement.

Disposition

of the Stock also may be subject to restrictions imposed under applicable federal and state securities laws.

The fair market value of the Stock at the time of transfer (determined without regard to any lapse restriction, as defined in §1.83-3(i)

of the Regulations) was $[___________].

The undersigned did not pay any amount for the Stock. Therefore, $[______] (the full fair market value of the Stock stated above) is

includible in the undersigned’s gross income as compensation for services.

A copy of this election has been furnished to the Company and to the transferee of the Stock, if different from the taxpayer as required

by §1.83-2(d) of the Regulations.

Dated:

[taxpayer signature]

-7-

INSTRUCTIONS

FOR FILING SECTION 83(B) ELECTION

Attached

is a form of election under section 83(b) of the Internal Revenue Code. If you wish to make such an election, you should complete, sign

and date the election and then proceed as follows:

Execute three counterparts of your completed election (plus one extra counterpart for each person other than you, if any who receives

property that is the subject of your election), retaining at least one photocopy for your records.

Send one counterpart to the Internal Revenue Service Center with which you will file your Federal income tax return for the current year

via certified mail, return receipt requested. THE ELECTION SHOULD BE SENT IMMEDIATELY, AS YOU ONLY HAVE 30 DAYS FROM THE ISSUANCE/PURCHASE/GRANT

DATE WITHIN WHICH TO MAKE THE ELECTION – NO WAIVERS, LATE FILINGS OR EXTENSIONS ARE PERMITTED.

Deliver one counterpart of the completed election to the Company for its files.

If anyone other than you (e.g., one of your family members) will receive property that is the subject of your election, deliver one counterpart

of the completed election to each such person.

-8-

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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