UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
OF
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of January 2024
Commission
File Number 001-39164
Indonesia
Energy Corporation Limited
(Translation
of registrant’s name into English)
GIESMART
PLAZA 7th Floor
Jl.
Raya Pasar Minggu No. 17A
Pancoran
– Jakarta 12780
Indonesia
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
INCORPORATION
BY REFERENCE
This
current report on Form 6-K (“Form 6-K Report”) shall be deemed to be incorporated by reference into the shelf registration
statement on Form F-3, as amended (Registration Number 333-252520) of Indonesia Energy Corporation Limited, a Cayman Islands exempted
company (the “Company”), declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February
16, 2021 (“Registration Statement”), and into each prospectus or prospectus supplement outstanding under the Registration
Statement, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Amendments
to Executive Employment Agreements
On
December 28, 2023, the Company entered into a Third Amendment to Employment Agreement (the “Ingriselli Third Amendment”)
with Frank Ingriselli, the Company’s President. The effective date of the Ingriselli Third Amendment was January 1, 2024.
The Ingriselli Third Amendment amended and restated that certain Employment Agreement between the Company and Mr. Ingriselli,
effective February 1, 2019, as amended by certain First Amendment to Employment Agreement, effective as of February 1, 2020 (the “Ingriselli
First Agreement”), and certain Second Amendment to Employment Agreement, effective as of January 1, 2022 (the “Ingriselli
Second Agreement”).
Pursuant
to the Ingriselli Third Amendment: (i) the term of the Ingriselli Agreement was extended to December 31, 2025, unless terminated earlier
pursuant to the terms of the Ingriselli Agreement; (ii) the pre-tax annual base salary for Mr. Ingriselli will remain at US$150,000;
and (iii) Mr. Ingriselli was granted an award of 60,000 ordinary shares, with 30,000 ordinary shares vesting on July 1, 2024 and 30,000
ordinary shares vesting on January 1, 2025, under a lock-up period of 180 days from each vesting date.
On
January 1, 2024, the Company entered into a Third Amendment to Employment Agreement (the “Overholtzer Third Amendment”) with
Gregory Overholtzer, the Company’s Chief Financial Officer. The effective date of the Overholtzer Third Amendment was January
1, 2024. The Overholtzer Third Amendment amended and restated that certain Employment Agreement between the Company and
Mr. Overholtzer, effective February 1, 2019, as amended by certain First Amendment to Employment Agreement, effective as of February
1, 2020 (the “Overholtzer First Agreement”), and certain Second Amendment to Employment Agreement, effective as of January
1, 2022 (the “Overholtzer Second Agreement”).
Pursuant
to the Overholtzer Third Amendment: (i) the term of the Overholtzer Agreement was extended to December 31, 2025, unless terminated earlier
pursuant to the terms of the Overholtzer Agreement; and (ii) the pre-tax annual base salary for Mr. Overholtzer will remain at US$80,000.
Except
for the foregoing, no further changes were made to either the Ingriselli Agreement or the Overholtzer Agreement.
The
foregoing description of the Ingriselli Third Amendment and the Overholtzer Third Amendment is a summary only and does not purport to
be complete and, is qualified in its entirety by reference to the full text of such documents, the forms of which is attached hereto
as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.
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, thereunto duly authorized.
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INDONESIA
ENERGY CORPORATION LIMITED |
| |
|
|
| Dated:
January 3, 2024 |
By: |
/s/
Wirawan Jusuf |
| |
Name: |
Wirawan Jusuf |
| |
Title: |
Chief Executive Officer |
EXHIBIT
INDEX
Exhibit
10.1
THIRD
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into as of December 28, 2023 (the “Execution
Date”) by and between Indonesia Energy Corporation Limited, a Cayman Islands exempted company (the “Company”)
and Frank Ingriselli, an individual (the “Executive”).
WHEREAS,
the Company and the Executive entered into that certain Employment Agreement that became effective as of February 1, 2019 (the “Agreement”)
and subsequently entered into a First Amendment to Employment Agreement effective as of February 1, 2020 (the “First Amendment
Agreement”; and subsequently entered into a Second Amendment to Employment Agreement effective as of January 1, 2022 (the
“Second Amendment Agreement”); and
WHEREAS,
the Company and the Executive wish to amend the Agreement on the terms set forth herein.
NOW
THEREFORE, in consideration of the mutual premises, covenants and agreements hereinafter set forth, and for other good and valuable
consideration, the receipt, and legal adequacy of which is hereby acknowledged, the Company and the Executive, intending to be legally
bound, hereby agree to amend the Agreement as follows:
1. Capitalized
Terms. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
2. Amendment
to Section 2. Effective January 1, 2024, the Company and the Executive hereby completely amend and restate Section 2 of the Agreement
and replace such Section in its entirety with the following: “The term of the Employment shall be two (2) years commencing on January
1, 2024 and shall terminate on December 31, 2025, unless terminated earlier pursuant to the terms of this Agreement. The Employment will
not be subject to renewal without the prior written agreement of the Company and the Executive.”
3. Base
Salary Acknowledgement. The Company acknowledges and agrees that the Executive’s pre-tax annual base salary will remain at
US$150,000.
4. Equity
Incentive. The Company agrees that the equity incentive for signing and continuing as President under this extension, shall be the
granting of a stock award of 60,000 shares of the Company to be vested as follows: 30,000 vesting on July 1, 2024 and 30,000 vesting
on January 1, 2025 with a lock-up period of 180 (one hundred eighty) days from the vesting date.
5. No
Other Amendments. Nothing in this Amendment is intended to amend any language of the Agreement other than as specifically set forth
above, and the remainder of the Agreement shall be unmodified and in full force and effect.
[Remainder
of page intentionally left blank.]
IN
WITNESS WHEREOF, each of the Company and the Executive has executed this First Amendment to Employment Agreement as of the date first
above written.
| |
Indonesia
Energy Corporation Limited |
| |
|
|
| |
By:
|
/s/
Wirawan Jusuf |
| |
|
Wirawan
Jusuf |
| |
|
CEO |
| |
/s/ Frank Ingriselli |
| |
Frank
Ingriselli |
| |
President |
Exhibit
10.2
THIRD
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into effective as of January 1, 2024 (the “Effective
Date”) by and between Indonesia Energy Corporation Limited, a Cayman Islands exempted company (the “Company”)
and Gregory Overholtzer, an individual (the “Executive”).
WHEREAS,
the Company and the Executive entered into that certain Employment Agreement that became effective as of February 1, 2019 (the “Agreement”);
and subsequently entered into a First Amendment to Employment Agreement effective as of February 1, 2020 (the “First Amendment”)
and subsequently entered into a Second Amendment to Employment Agreement effective as of January 1, 2022 (the “Second Amendment”);
and
WHEREAS,
the Company and the Executive wish to amend the Agreement on the terms set forth herein.
NOW
THEREFORE, in consideration of the mutual premises, covenants and agreements hereinafter set forth, and for other good and valuable
consideration, the receipt, and legal adequacy of which is hereby acknowledged, the Company and the Executive, intending to be legally
bound, hereby agree to amend the Agreement (as amended by the Second Amendment) as follows:
1. Capitalized
Terms. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
2. Amendment
to Section 2. Effective as of the Effective Date, the Company and the Executive hereby completely amend and restate Section 2 of
the Agreement and replace such Section in its entirety with the following: “The term of the Employment shall be two (2) years commencing
on January 1, 2024 and shall terminate on December 31, 2025, unless terminated earlier pursuant to the terms of this Agreement. The Employment
will not be subject to renewal without the prior written agreement of the Company and the Executive.”
3. Base
Salary Acknowledgement. The Company acknowledges and agrees that the Executive’s pre-tax annual base salary will remain at
US$ 80,000.
4. No
Other Amendments. Nothing in this Amendment is intended to amend any language of the Agreement other than as specifically set forth
above, and the remainder of the Agreement shall be unmodified and in full force and effect.
[Remainder
of page intentionally left blank.]
IN
WITNESS WHEREOF, each of the Company and the Executive has executed this Second Amendment to Employment Agreement as of the Effective
Date.
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Indonesia
Energy Corporation Limited |
| |
|
|
| |
By:
|
/s/
Wirawan Jusuf |
|
|
Wirawan
Jusuf |
|
|
CEO |
| |
/s/ Gregory
Overholtzer |
| |
Gregory
Overholtzer |
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