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): December 9,
2014
MANTRA VENTURE GROUP LTD.
(Exact name of registrant as specified in its charter)
| British Columbia |
000-53461 |
26-0592672 |
| (State or Other Jurisdiction |
(Commission |
(IRS Employer |
| of Incorporation) |
File Number) |
Identification No.)
|
#562 - 800 15355 24th Avenue
Surrey, British
Columbia, Canada V4A 2H9
(Address of principal executive
offices) (Zip Code)
Registrant’s telephone number, including area code:
(604) 560-1503
Copy of correspondence to:
Marc J. Ross, Esq.
James M. Turner, Esq.
Sichenzia Ross
Friedman Ference LLP
61 Broadway
New York, New York 10006
Tel: (212)
930-9700 Fax: (212) 930-9725
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))
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Effective December 9, 2014, the Board of Directors of Mantra
Venture Group Ltd. (the “Company”) appointed W. Glenn Parker as a director of
the Company. Mr. Parker founded Wychick Investment Advisors Inc. in 2005 and has
served as President since that time. Mr. Parker was employed by D. A. Davidson
& Co from 2003 to 2005 as Sr. Vice President and Branch Manager in Bend,
Oregon. From 1991 to 2003, Mr. Parker was a 1st Vice President –
Investments and Assistant Manager with Prudential Securities in Portland,
Oregon. Since 1999, Mr. Parker has been the President of Cascadia
Sportsmanagement Inc., a marketing, consulting and travel company based in Bend,
Oregon that is dedicated to the needs of professional and elite athletes and
sponsoring corporations.
Mr. Parker completed his Certified Financial Planning (CFP)
designation in 1994 and received his Certified Investment Management Analyst
(CIMA) designation in 2000. Mr. Parker has an MBA and a combined Civil
Engineering and Business degree from McMaster University in Canada. He is a
member of the Investment Management Consultants Association and the CFP Board.
In connection with his appointment to the Board of Directors,
Mr. Parker was granted options to purchase 200,000 shares of the Company’s
common stock at an exercise price of $0.20 per share. 25% of the options vest
on: (i) December 9, 2014; (ii) April 30, 2015; (iii) August 31, 2015; and (iv)
December 31, 2015.
There is no understanding or arrangement between Mr. Parker and
any other person pursuant to which Mr. Parker was selected as a director. Mr.
Parker does not have any family relationship with any director, executive
officer or person nominated or chosen by us to become a director or executive
officer.
Item 7.01 Regulation FD Disclosure.
On December 10, 2014, the Company issued a press release that
discusses, among other things, the appointment of Mr. W. Glenn Parker as a
director of the Company, as discussed in Item 5.02 above. A copy of the press
release that discusses these matters is filed as Exhibit 99.01 to, and
incorporated by reference in, this report.
The information contained in Item 7.01 of this Current Report
on Form 8-K, including Exhibit 99.01, is furnished pursuant to, and shall not be
deemed to be "filed" for the purposes of, Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that
section. The information contained in Item 7.01 of this Current Report shall not
be incorporated by reference into any registration statement or any other
document filed pursuant to the Securities Act of 1933, as amended, except as
otherwise expressly stated in such filing. By filing this Current Report on Form
8-K and furnishing the information contained in this Item 7.01, including
Exhibit 99.01, the Company makes no admission as to the materiality of any such
information that it is furnishing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
2
SIGNATURE
Pursuant to the
requirement 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.
| |
MANTRA VENTURE GROUP LTD. |
| |
|
| Date: December 10, 2014 |
By: /s/ LARRY KRISTOF |
| |
Larry Kristof |
| |
Chief Executive Officer |
3
Exhibit 99.01
For immediate release
Mantra Welcomes New Director, CTO and Legal Counsel
December 10, 2014
Vancouver, British Columbia– Mantra
Venture Group Ltd. (OTCQB: MVTG) has announced that it is pleased to welcome
Glenn Parker, an experienced investment consultant, to its Board of Directors.
The company additionally announced the promotion of Dr. Sona Kazemi to the
position of Chief Technology Officer and the engagement of Sichenzia Ross
Friedman Ference LLP (SRFF) as it new legal counsel.
“We are excited to welcome Mr. Parker and SRFF to Mantra and
Dr. Kazemi to her new position, as it is important that we continue to build out
the talent surrounding the company,” said Mantra CEO Larry Kristof. “The
addition of a second independent director and a highly respected legal counsel
will help facilitate our desired movement to a senior exchange.”
Glenn Parker (CFP, CIMA) has been providing expertise in
investment markets to both individuals and institutions for over 20 years.
Having obtained his MBA and combined Civil Engineering and Business degree, his
experience includes serving as a VP with both Prudential Securities and D.A.
Davidson & Co., an Adjunct Instructor at Portland State University, and as
the founder of Wychick Investment Advisors. Mr. Parker will bring his extensive
knowledge of public and private markets to the development of Mantra’s business
lines.
“I am very excited at the opportunity to join Mantra’s talented
team, and to bring these world-class technologies to the next stage,” said Mr.
Parker.
Dr. Kazemi has been a Senior Electrochemical Engineer at Mantra
since October of 2013. Her promotion to the position of CTO is a direct result
of her significant technical contributions to Mantra’s technologies and her
demonstrated willingness and ability to lead and direct the research teams.
“We have been continually been impressed with Dr. Kazemi’s
work, leadership and vision, and as a result she is a natural fit for this
important position in the company,” said Mr. Kristof.
SRFF is the top ranked securities law firm as recognized by
industry league tables. SRFF’s services include, but are not limited to,
providing oversight for stock exchange listing matters, initial and secondary
public offerings, alternative public offerings, private investment in public
equity (PIPE) transactions, as well as mergers and acquisitions.
“We are very pleased to work with Mantra, a company clearly
dedicated to growing shareholder value through its innovative technologies and
leadership,” said SRFF Partner Marc Ross.
About Mantra Venture Group
Mantra Venture Group Ltd. (OTCQB: MVTG) is a clean technology
incubator that takes innovative emerging technologies and moves them towards
commercialization. The Company, through its subsidiary Mantra Energy
Alternatives, is currently developing two groundbreaking electrochemical
technologies designed to make reducing greenhouse gas emissions profitable, ERC
(Electro-Reduction of Carbon Dioxide) and MRFC (Mixed-Reactant Fuel Cell).
ERCis a form of “carbon capture and utilization” (CCU) that
converts the polluting greenhouse gas carbon dioxide into useful, valuable
products including formic acid and formate salts. By utilizing clean
electricity, the
process offers the potential for an industrial plant to reduce
emissions while generating a salable product and a profit.
The MRFC is an unconventional fuel cell that uses a mixture of
fuel and oxidant, thereby greatly reducing the complexity and cost of the fuel
cell system. Ideal for portable applications, the MRFC is cheaper, lighter, and
more compact than conventional fuel cell technologies.
Follow Mantra on Twitter:
http://www.twitter.com/mantraenergy
For more information go to:
http://www.mantraventuregroup.com
About Sichenzia Ross Friedman Ference LLP
SRFF provides experienced, professional representation in all
matters involving the securities industry, as well as in all general corporate
and litigation matters. The firm's clients range from start-ups to established,
listed companies. They include private and public corporations, partnerships,
broker-dealers, bank-affiliated broker-dealers, investment advisors, registered
personnel, public and corporate customers and investors, partnerships and other
entities. SRFF also advises institutional investors on transactions involving
complex securities law considerations.To learn more, visit http://www.srff.com.
Investor Relations: John Williams
(604) 495-1766
(Canada)
(502) 214-5932 (USA)
mantraenergy@aberdeencap.com
Company Contact: (604) 560-1503
info@mantraenergy.com
http://www.mantraventuregroup.com
Forward-looking statements: Except for the historical
information contained herein, the matters discussed in this press release are
forward-looking statements. Actual results may differ materially from those
described in forward-looking statements and are subject to risks and
uncertainties. See Mantra Venture Group’s filings with the Securities and
Exchange Commission, which identify specific factors that may cause actual
results or events to differ materially from those described in forward-looking
statements.