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):
February
19, 2019
(Exact
name of Company as specified in its charter)
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Nevada
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000-53276
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20-2675800
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
Number)
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175
Joerschke Drive,
Suite A
Grass
Valley, CA 95945
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(Address of principal executive offices)
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Phone: 530-205-3437
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(Company’s
Telephone Number)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under
any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
The
Board of Directors has dismissed Victoria Boltrick as a Director and Employee. Chairman, Richard Hylen has expressed his desire
to replace Victoria Boltrick with a more experienced individual with the needs of the company. Victoria Boltrick has agreed to
being replaced, as well as has agreed to waive any/all accrued wages and Director Fees. Victoria will no longer be associated
with the company either as a Director or an Employee.
WHEREAS,
the Board of Directors has appointed Dusty Vereker as a Director of the company, and Vice President of Proscere Bioscience. Her
employment contract allows an annual salary of $45,000 to be paid quarterly in either cash or stock. Her Director Agreement allows
for fees associated with meetings and conferences. Ms. Vereker has accepted the Director position and employee position respectively.
Dusty
Vereker is 42 years old and has been a marketing professional for more than a decade. She is a seasoned manager with experience
in directing sales for medium to large size corporations, where she earned her credit to increasing revenue. She brings 8 years
experience in sales and 4 years experience in human resources. She is a graduate of Grossmont College, and served as an Administrative
Instructor to the US Naval Sea Cadet Corps. Dusty will assist our team in growing sales for Proscere Bioscience, and implement
an Oversight-Committee for the corporation.
Item
9 Financial Statements and Exhibits
FORWARD
LOOKING STATEMENTS
Certain
statements in this Current Report on Form 8-K may contain forward-looking statements that involve numerous risks and uncertainties
which may be difficult to predict. The statements contained in this Current Report on Form 8-K that are not purely historical
are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Exchange Act, including, without limitation, the management of the Company and the Company’s
expectations, beliefs, strategies, objectives, plans, intentions and similar matters. All forward-looking statements included
in this Form 8-K are based on information available to the Company on the date hereof. In some cases, you can identify forward-looking
statements by terminology such as “may,” “can,” “will,” “should,” “could,”
“expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,”
“predicts,” “potential,” “targets,” “goals,” “projects,” “outlook,”
“continue,” “preliminary,” “guidance,” or variations of such words, similar expressions, or
the negative of these terms or other comparable terminology.
Forward-looking
statements involve a number of risks and uncertainties, and actual results or events may differ materially from those projected
or implied in those statements.
Although
we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to
be inaccurate. We can give no assurance that the results contemplated in the forward-looking statements will be realized. The
inclusion of this forward-looking information should not be construed as a representation by the Company, or any person that the
future events, plans, or expectations contemplated by our company will be achieved.
We
caution against placing undue reliance on forward-looking statements, which contemplate our current beliefs and are based on information
currently available to us as of the date a particular forward-looking statement is made. Any and all such forward-looking statements
are as of the date of this Form 8-K. We undertake no obligation to revise such forward-looking statements to accommodate future
events, changes in circumstances, or changes in beliefs, except as required by law. In the event that we do update any forward-looking
statements, no inference should be made that we will make additional updates with respect to that particular forward-looking statement,
related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors
that could cause actual results to differ materially from forward-looking statements may appear in the Company’s public filings
with the SEC, which are available to the public at the SEC’s website at www.sec.gov
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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Simlatus
Corp.
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Date:
February 19, 2019
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By:
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/s/
Richard Hylen
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Richard
Hylen
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Chairman
and CEO
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Exhibit 10.1
CORPORATE
RESOLUTION OF THE BOARD OF DIRECTORS
We,
the undersigned, do hereby certify that at a meeting of the Board of Directors (the “Board”) of Simlatus Corporation,
a corporation incorporated under the laws of the State of Nevada (the “Corporation”), duly held on February 15, 2019,
at which said meeting no less than a majority of the directors were present and voting throughout, the following resolution, upon
motions made, seconded and carried, was duly adopted and is now in full force and effect:
WHEREAS,
the Board of Directors has determined that in the best interests of the company, the company will dismiss Victoria Boltrick as
a Director and Employee. Chairman, Richard Hylen has expressed his desire to replace Victoria Boltrick with a more experienced
individual with the needs of the company. Victoria Boltrick has agreed to being replaced, as well as has agreed to waive any/all
accrued wages and Director Fees. Victoria will no longer be associated with the company either as a Director or an Employee.
WHEREAS,
the Board of Directors has appointed Dusty Vereker as a Director of the company, and Vice President of Proscere Bioscience. Her
employment contract allows an annual salary of $45,000 to be paid quarterly in either cash or stock. Her Director Agreement allows
for fees associated with meetings and conferences.
NOW,
THEREFORE, BE IT:
RESOLVED,
the Board of Directors has dismissed Victoria Boltrick as a Director and Employee. Chairman, Richard Hylen has expressed his desire
to replace Victoria Boltrick with a more experienced individual with the needs of the company. Victoria Boltrick has agreed to
being replaced, as well as has agreed to waive any/all accrued wages and Director Fees. Victoria will no longer be associated
with the company either as a Director or an Employee.
WHEREAS,
the Board of Directors has appointed Dusty Vereker as a Director of the company, and Vice President of Proscere Bioscience. Her
employment contract allows an annual salary of $45,000 to be paid quarterly in either cash or stock. Her Director Agreement allows
for fees associated with meetings and conferences. Ms. Vereker has accepted the Director position and employee position respectively.
Dusty
Vereker is 42 years old and has been a marketing professional for more than a decade. She is a seasoned manager with experience
in directing sales for medium to large size corporations, where she earned her credit to increasing revenue. She brings 8 years
experience in sales and 4 years experience in human resources. She is a graduate of Grossmont College, and served as an Administrative
Instructor to the US Naval Sea Cadet Corps. Dusty will assist our team in growing sales for Proscere Bioscience, and implement
an Oversight-Committee for the corporation.
RESOLVED,
that any executive officer of the Corporation be, and hereby is, authorized, empowered and directed, from time to time, to take
such additional action and to execute, certify and deliver to the transfer agent of the Corporation, as any appropriate and/or
proper way to implement the provisions of the foregoing resolutions:
The
undersigned, do hereby certify that we are members of the Board; that the attached is a true and correct copy of resolutions duly
adopted and ratified at a meeting of the Board duly convened and held in accordance with its by-laws and the laws of the Corporation’s
state of incorporation, as transcribed by us from the minutes; and that the same have not in any way been modified, repealed or
rescinded and are in full force and effect.
IN
WITNESS WHEREOF, we have hereunto set our hands as Members of the Board of Directors of the Corporation.
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2/15/2019
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Richard Hylen, Chairman and CEO
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Date
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2/15/2019
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Baron
Tennelle, Director
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Date
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2/15/2019
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Victoria
Boltrick, Director
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Date
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Exhibit 10.2
Simlatus
Corporation
DIRECTOR’S
AGREEMENT
The
undersigned Proposed Director (“the undersigned”) agrees, if elected by shareholders (or appointed by the Board to
fill a vacancy), to serve on the above company’s Board of Directors from February 17, 2019 to the date of the Shareholders’
Annual Meeting in the next calendar year .
In
exchange for serving in this capacity, the undersigned is hereby granted $25,000 of common shares of SIML restricted common stock
at a price of $.01 per share for a total of 2,500,000 shares. These shares are restricted and cannot be sold or otherwise transferred
by the undersigned except as provided by law, and in no event, prior to the maturity date of six (6) months.
The
undersigned agrees to remain a Director of the company for the time period above. If he or she does not serve as a Director for
the first six (6) months from the time period above (unless due to an Act of God or his/her long-term incapacitation), then the
undersigned agrees to return all of the shares listed above to the Company immediately upon his/her resignation or dismissal from
the Board. The Company will not dismiss the undersigned without cause, and with notice and an opportunity for the undersigned
to be heard by the Board first.
The
undersigned is entitled to $500.00 for each Directors meeting that he/she physically attends and as arranged for any tele-conference
meeting, meeting-without-notice proceeding, or other official meeting or action of the Board (such as the consideration and passage
of a Board Resolution) for which he/she signs a Waiver of Notice and Consent.
The
undersigned pledges his best efforts and promises to conduct himself in a professional manner in carrying out the duties as a
Director of the company. The undersigned promises not to divulge to others and will not use confidential or proprietary information
of SIML for his/her or anyone else’s gain (during or after the time in which the undersigned is a company Director). Unless
as otherwise approved in advance by the SIML Board of Directors, the undersigned promises that he or she will not serve as a director,
officer, employee, agent or consultant to any competing business enterprise of SIML’s during the time in which he or she
is a Director of the company.
It
is understood that the company does not have errors and omissions insurance for management as of the date of this Agreement, however,
the company will obtain such insurance, upon reasonably adequate terms, as soon as it can afford it.
The
company will pay the reasonable expenses of the undersigned in carrying out his duties as a Director; however, any expenses in
excess of $25.00 must be approved in advance by company. Except to the extent not allowed by Nevada law, the company hereby holds
the undersigned harmless from liability to the company, its shareholders and any third parties for acts and omissions while a
Director of the company and further agrees to indemnify and defend the undersigned in the event of any action taken by the company,
its shareholders or third parties against the undersigned in his or her position as Director of the company.
Any
disputes arising from this Agreement not resolved by the parties in a good faith, timely manner shall be arbitrated within San
Diego County, California under the rules and procedures of the American Arbitration Association. Attorney fees and costs are to
be awarded to the prevailing party.
Dated
this 17
th
day of February, 2019.
Simlatus
Corporation
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Richard Hylen, CEO and Chairman
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Proposed Director – Dusty Vereker
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Exhibit 10.3
EMPLOYMENT
AGREEMENT
This
Agreement is dated this 17
th
day of February, 2019 by and between Dusty Vereker, hereinafter referred to as (the “Employee”) and Simlatus Corporation, a Nevada corporation, hereinafter referred to as (the “Company”).
RECITALS
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A.
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COMPANY
desires to enter into an employment agreement with EMPLOYEE wherein EMPLOYEE will serve
as the Vice President of Proscere Bioscience Inc., a wholly owned subsidiary of the COMPANY,
and serve as a Director of the COMPANY as aa member of the Board of Directors for Simlatus.
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B.
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COMPANY
and EMPLOYEE have reviewed this agreement and any documents delivered pursuant hereto,
and have taken such additional steps and reviewed such additional documents and information
as deemed necessary to make an informed decision to enter into this Agreement.
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C.
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Each
of the parties hereto desires to make certain representations, warranties and agreements
in connection herewith and also to describe certain conditions hereto.
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AGREEMENT
Therefore,
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
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1.
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Job
Description:
Employee will be responsible for assisting the President of Proscere Bioscience Inc. with management and be a
member of the Board of Directors for the Company.
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2.
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Term:
The term of this agreement is for a period of five years; renewable with mutual consent.
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a.
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Salary:
EMPLOYEE will receive an annual salary of $45,000.00 to be paid in equal quarterly installments. Amounts unpaid will accrue
annual interest of 6% and may be converted to restricted common stock at fair market value at time of conversion at the option
of the employee.
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b.
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Expenses:
The COMPANY will not pay the costs and expenses of EMPLOYEE directly related to his performance of his position or tasks herein,
unless those expenses are submitted to the COMPANY and approved in writing in advance
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a.
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This
Agreement.
The provisions of this Agreement are confidential and private and are not to be disclosed to outside parties (except
on a reasonable need to know basis only) without the express, advance consent of all parties hereto or by order of a court of
competent jurisdiction.
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b.
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Proprietary
Information.
EMPLOYEE agrees and acknowledges that during the course of this agreement in the performance of his duties and
responsibilities that he will come into possession or knowledge of information of a confidential nature and/or proprietary information
of COMPANY.
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Such
confidential and/or proprietary information includes but is not limited to the following of COMPANY, its agents, contractors,
employees and all affiliates: corporate and/or financial information and records of COMPANY or any client, customer or associate
of COMPANY; information regarding artists or others under contract, or in contact with, COMPANY; customer information; client
information; shareholder information; business contacts, investor leads and contacts; employee information; documents regarding
COMPANY’s website and any COMPANY product, including intellectual property.
EMPLOYEE
represents and warrants to COMPANY that he will not divulge confidential, proprietary information of COMPANY to anyone or anything
without the advance, express consent of COMPANY, and further will not use any proprietary information of COMPANY for his or anyone
else’s gain or advantage during and after the term of this agreement.
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5.
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Further
Representations and Warranties:
EMPLOYEE acknowledges that this is an employment
position and represents that he will perform his duties and functions herein in a timely,
competent and professional manner. EMPLOYEE represents and warrants that he will be fair
in his dealing with COMPANY and will not knowingly do anything against the interests
of COMPANY.
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6.
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Survival
of Warranties and Representations:
The parties hereto agree that all warranties and
representations of the parties survive the closing of this transaction.
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7.
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Termination:
This agreement is expressly not “at will.” It can be terminated by COMPANY
only for cause, after reasonable notice and opportunity to correct any alleged deficiencies.
EMPLOYEE may request a hearing of the full Board of Directors to defend himself against
any attempt of COMPANY to terminate this Agreement. Any final determination of termination
must be made by majority vote of the COMPANY Board of Directors (after such a hearing,
if requested). EMPLOYEE must give at least 30 days- notice if EMPLOYEE intends to resign.
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MISCELLANEOUS
PROVISIONS
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1.
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Expenses:
Each party shall bear its respective costs, fees and expenses associated with the
entering into or carrying out its obligations under this Agreement.
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2.
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Indemnification:
Any party, when an offending party, agrees to indemnify and hold harmless the other
non-offending parties from any claim of damage of any party or non-party arising out
of any act or omission of the offending party arising from this Agreement.
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3.
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Notices:
All notices required or permitted hereunder shall be in writing and shall be deemed
given and received when delivered in person or sent by confirmed facsimile, or ten (10)
business days after being deposited in the United States mail, postage prepaid, return
receipt requested, addressed to the applicable party as the address as follows:
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Company:
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Simlatus
Corporation
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175
Joerschke Drive, Suite A
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Grass
Valley CA 95945
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Employee:
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Dusty
Vereker
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175
Joerschke Drive, Suite A
Grass Valley CA 95945
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4.
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Breach:
In the event of a breach of this Agreement, ten (10) days written notice (from the
date of receipt of the notice) shall be given. Upon notice so given, if the breach is
not so corrected, the non-breaching party may take appropriate legal action per the terms
of this Agreement.
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5.
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Assignment:
This Agreement is assignable only with the written permission of COMPANY.
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6.
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Amendment:
This Agreement is the full and complete, integrated agreement of the parties, merging
and superseding all previous written and/or oral agreements and representations between
and among the parties, and is amendable in writing upon the agreement of all concerned
parties. All attachments hereto, if any, are deemed to be a part hereof.
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7.
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Interpretation:
This Agreement shall be interpreted as if jointly drafted by the parties. It shall
be governed by the laws of the State of California applicable to contracts made to be
performed entirely therein.
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8.
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Enforcement:
If the parties cannot settle a dispute between them in a timely fashion, either party
may file for arbitration within Nevada County, California. Arbitration shall be governed
by the rules of the American Arbitration Association. The arbitrator(s) may award reasonable
attorney’s fees and costs to the prevailing party. Either party may apply for injunctive
relief or enforcement of an arbitration decision in a court of competent jurisdiction
within Nevada County, California.
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9.
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Counterparts:
This Agreement may be executed in counterparts each of which shall be deemed an original
and all of which together shall constitute one and the same agreement. Facsimile signatures
shall be considered as valid and binding as original signatures.
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IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first written above.
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February
17, 2019
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Dusty
Vereker, Employee
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Date
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February
17, 2019
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Richard
Hylen, CEO and Chairman
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Date
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