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): April 6, 2020
Registrant’s Telephone Number, Including Area Code: (888) 811-4367
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: None
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
N/A | N/A | N/A |
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 1.01 Entry into a Material Definitive Agreement.
On April 8, 2020, the Company entered into amendments to its employment agreements with Carlos Frias, Daniel Nguyen, Alex Frias, and Brian (the “Employment Agreement Amendments”), pursuant to which the employment agreements were amended as follows:
(i) | the base salary of Carlos Frias was reduced from $200,000 to $150,000; | |
(ii) | the base salary of Daniel Nguyen was reduced from $150,000 to $130,000; | |
(iii) | the base salary of Alex Frias was reduced from $150,000 to $130,000; and | |
(iv) | the base salary of Brian Moon was reduced from $150,000 to $130,000. |
On April 7, 2020, the Company entered into an amendment to its Strategic Consulting Agreement (the “Consulting Agreement Amendment”) with Merida Advisor, LLC, a Delaware limited liability company (the “Consultant”) pursuant to which the Consultant’s $5,000 per month cash fee, payable beginning January 1, 2020, was eliminated effective as of January 1, 2020.
The foregoing descriptions of the Employment Agreement Amendments and Consulting Agreement Amendment and their terms are qualified in their entirety by reference to the full text of each agreement, filed as exhibits 10.1-10.5 hereto and incorporated by reference in this report.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective April 6, 2020, David Vautrin resigned as a member of the Board of Directors of the Company (the “Board”) for personal reasons, and the Board appointed Tom Harrison as a director of the Company to fill a vacancy on the Board.
Mr. Harrison is a Senior Operating Partner at Merida Capital Partners and is the Chairman Emeritus of Diversified Agency Services division of Omnicom Group Inc., which provides public relations, crisis management, product branding and healthcare communications services worldwide.
Mr. Harrison holds a Master of Science degree in cell biology and physiology. He brought his experiences in healthcare, wellness, branding and communications to the cannabis world when he joined the Board of Directors of Zynerba Pharmaceuticals in 2015 (serving until 2019), a leader in pharmaceutically produced transdermal cannabinoid therapies. Realizing the potential for cannabis to change the face of healthcare delivery and seeking to have a broader impact across the expanding cannabis ecosystem, Tom joined Merida Capital Partners in early 2019, where he currently serves in a strategic and operational advisory capacity across the Merida portfolio.
Item 8.01 Other Events.
In an effort to prudently reduce operating costs, since May 31, 2019, the Company has reduced its personnel headcount from approximately 71 to 23 fulltime personnel.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this report:
EXHIBIT INDEX
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SIGNATURE
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.
Date: April 8, 2020 | GL BRANDS, INC. |
/s/ Carlos Frias | |
Name: Carlos Frias | |
Title: Chief Executive Officer |
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Exihibit 10.1
AMENDMENT
TO
EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this “Amendment”) is made as of April 8, 2020, by and among GL Brands, Inc., a Nevada corporation (the “Company”) and Carlos Frias (the “Employee”).
WHEREAS, the Company and the Employee are parties to that certain Employment Agreement, dated as of May 31, 2019, and amended November 18, 2019 (the “Agreement”);
WHEREAS, the parties desire to now amend certain of the terms of the Employee Agreement on the terms set forth herein; and
NOW, THEREFORE, the Company and the Employee hereby agree as follows:
1. Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
2. Amendment. The Agreement is hereby amended to reduce the Base Salary from $200,000 to $150,000.
3. Agreement. Except as modified by this Amendment, the Agreement shall remain unchanged and in full force and effect.
4. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of Texas, without giving effect to the principles of conflicts of law.
5. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first written above.
THE COMPANY:
GL Brands, Inc.
By: /s/ Carlos Frias
THE EMPLOYEE:
Carlos Frias
By: /s/ Carlos Frias
|
[Signature Page to Amendment to Employment Agreement]
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Exhibit 10.2
AMENDMENT
TO
EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this “Amendment”) is made as of April 8, 2020, by and among GL Brands, Inc., a Nevada corporation (the “Company”) and Daniel Nguyen (the “Employee”).
WHEREAS, the Company and the Employee are parties to that certain Employment Agreement, dated as of May 31, 2019, and amended November 18, 2019 (the “Agreement”);
WHEREAS, the parties desire to now amend certain of the terms of the Employee Agreement on the terms set forth herein; and
NOW, THEREFORE, the Company and the Employee hereby agree as follows:
1. Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
2. Amendment. The Agreement is hereby amended to reduce the Base Salary from $150,000 to $130,000.
3. Agreement. Except as modified by this Amendment, the Agreement shall remain unchanged and in full force and effect.
4. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of Texas, without giving effect to the principles of conflicts of law.
5. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first written above.
THE COMPANY:
GL Brands, Inc.
By: /s/ Carlos Frias
THE EMPLOYEE:
Daniel Nguyen
By: /s/ Daniel Nguyen
|
[Signature Page to Amendment to Employment Agreement]
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Exhibit 10.3
AMENDMENT
TO
EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this “Amendment”) is made as of April 8, 2020, by and among GL Brands, Inc., a Nevada corporation (the “Company”) and Alex Frias (the “Employee”).
WHEREAS, the Company and the Employee are parties to that certain Employment Agreement, dated as of May 31, 2019, and amended November 18, 2019 (the “Agreement”);
WHEREAS, the parties desire to now amend certain of the terms of the Employee Agreement on the terms set forth herein; and
NOW, THEREFORE, the Company and the Employee hereby agree as follows:
1. Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
2. Amendment. The Agreement is hereby amended to reduce the Base Salary from $150,000 to $130,000.
3. Agreement. Except as modified by this Amendment, the Agreement shall remain unchanged and in full force and effect.
4. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of Texas, without giving effect to the principles of conflicts of law.
5. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first written above.
THE COMPANY:
GL Brands, Inc.
By: /s/ Carlos Frias
THE EMPLOYEE:
Alex Frias
By: /s/ Alex Frias
|
[Signature Page to Amendment to Employment Agreement]
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Exhibit 10.4
AMENDMENT
TO
EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this “Amendment”) is made as of April 8, 2020, by and among GL Brands, Inc., a Nevada corporation (the “Company”) and Brian Moon (the “Employee”).
WHEREAS, the Company and the Employee are parties to that certain Employment Agreement, dated as of August 5, 2019 (the “Agreement”);
WHEREAS, the parties desire to now amend certain of the terms of the Employee Agreement on the terms set forth herein; and
NOW, THEREFORE, the Company and the Employee hereby agree as follows:
1. Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
2. Amendment. The Agreement is hereby amended to reduce the Base Salary from $150,000 to $130,000.
3. Agreement. Except as modified by this Amendment, the Agreement shall remain unchanged and in full force and effect.
4. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of Texas, without giving effect to the principles of conflicts of law.
5. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first written above.
THE COMPANY:
GL Brands, Inc.
By: /s/ Carlos Frias
THE EMPLOYEE:
Brian Moon
By: /s/ Brian Moon
|
[Signature Page to Amendment to Employment Agreement]
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Exhibit 10.5
AMENDMENT NO. 1
TO
STRATEGIC CONSULTING AGREEMENT
This Amendment No. 1 to Strategic Consulting Agreement (this “Amendment”) is made as of April 4, 2020, by and among GL Brands, Inc., a Nevada corporation (the “Company”) and Merida Advisor, LLC, a Delaware limited liability company (the “Consultant”).
WHEREAS, the Company and the Consultant are parties to that certain Strategic Consulting Agreement, dated as of November 18, 2019 (the “Agreement”), pursuant to which the Consultant would be paid $5,000 per month in cash beginning January 1, 2020 (the “Monthly Cash Consulting Fee”);
WHEREAS, the Company has not paid the Consultant any Monthly Cash Consulting Fee to date;
WHEREAS, the parties desire to now amend certain of the terms of the Consultant Agreement on the terms set forth herein; and
NOW, THEREFORE, the Company and the Consultant hereby agree as follows:
1. Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
2. Amendment. The Agreement is hereby amended to remove in its entirety the Company’s requirement to pay the Consultant the Monthly Cash Consulting Fee, effective as of the date of the original Agreement. For clarity, no Monthly Cash Consulting Fee for any period, including dates prior to the date hereof, shall be due to the Consultant pursuant to the Agreement.
3. Agreement. Except as modified by this Amendment, the Agreement shall remain unchanged and in full force and effect.
4. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of law.
5. Counterparts.This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first written above.
THE COMPANY:
GL BRANDS, INC.
By: /s/ Carlos Frias Name: Carlos Frias Title: CEO
THE CONSULTANT:
MERIDA ADVISOR, LLC
By: /s/ Mitch Baruchowitz Name: Mitch Baruchowitz Title: Managing Partner |
[Signature Page to Amendment No. 1 to Strategic Consulting Agreement]
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