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): August 21, 2015
MEDBOX, INC.
(Exact
name of registrant as specified in its charter)
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| Nevada |
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000-54928 |
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45-3992444 |
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of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification Number) |
600 Wilshire Blvd. Ste. 1500
Los Angeles, CA 90017
(Address of principal executive offices) (zip code)
(800)-762-1452
(Registrant’s telephone number, including area code)
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):
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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)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On August 21, 2015, Medbox, Inc. (the “Company”), P. Vincent Mehdizadeh (“VM”), PVM International, Inc., (“PVM”), and
Vincent Chase, Incorporated, (“VC”) (VM, PVM and VC, collectively, the “VM Group”) and each member of the board of directors (the “Board”) of the Company, namely, Ned Siegel, Mitch Lowe and Jennifer Love, entered into a
certain Second Amendment to Voting Agreement, dated August 21, 2015 (the “Second Amendment”) amending in certain respects that certain Voting Agreement dated January 21, 2015 among such parties as previously amended by that
certain First Amendment to Voting Agreement (the “First Amendment”) dated August 11, 2015 (collectively, the “Voting Agreement”).
Pursuant to the First Amendment, the VM Group previously agreed (i) to extend the Expiration Date of the Voting Agreement from January 20, 2016 to
July 20, 2016, provided the Company made certain pre-payments on the remaining $478,877 balance due under that certain Promissory Note dated June 30, 2015 in the original amount of $628,877.21 by the Company in favor of PVM (the
“Note”), and (ii) to forebear from exercising its rights to appoint a director to the board of directors of the Company (under Section 4 of that certain Settlement Agreement dated January 21, 2015 among the Company and the
VM Group), until the Expiration Date of the Voting Agreement as extended by the First Amendment.
Pursuant to the Second Amendment, the VM Group agreed:
(a) to further extend the Expiration Date of the Voting Agreement to July 20, 2018, provided the Company makes certain accelerated
pre-payments on the remaining $328,877 balance due under the Note consisting of: (i) three equal payments of principal in the amount of $82,220, together with accrued and unpaid interest, payable on each of August 24,
2015, August 31, 2015 and September 8, 2015, and (ii) one final payment on September 14, 2015 equal to the remaining principal and accrued and unpaid interest due under the Note;
(b) to forebear from exercising its right to appoint a director to the board of directors of the Company (under Section 4 of that certain
Settlement Agreement dated January 21, 2015 among the Company and the VM Group), until the Expiration Date of the Voting Agreement as extended by the Second Amendment; and
(c) to execute, and the VM Group has executed, a certain Consent of Stockholders of Medbox, Inc. (the “Consent”) approving
amendments of the Articles of Incorporation (the “Articles”) of the Company:
(i) to eliminate the provisions of Section IV
thereof giving the holders of the Series A Convertible Preferred Stock of the Company (the “Preferred”) disproportionately greater voting rights and instead providing for the Preferred to have one vote per common share on an as converted
basis voting as a single class with the common shares upon any matter submitted to the stockholders for a vote, and
(ii) to eliminate the
provisions of Section V thereof providing the holders of a majority of the outstanding shares of Preferred the right to approve corporate actions except for the following: (1) action which would adversely alter or change the rights,
preferences, privileges or restrictions of the Preferred or increase the authorized number thereof, (2) make any changes to the terms of the Preferred; (3) create any new class of shares having preferences over or being on a parity with
the Preferred as to dividends or assets, unless the purpose of creation of such class is, and the proceeds to be derived from the sale and issuance thereof are to be used for, the retirement of all Preferred then outstanding; or, (4) make any
payment of dividends or other distributions or any redemption or repurchase of options or warrants to purchase stock of the Company, except for repurchases of options or stock issued under an equity incentive plan approved by the Board.
The Consent was obtained without a stockholder meeting in accordance with Section 78.320 of the Nevada Revised Statutes. The Company
intends to file with the Securities and Exchange Commission a Schedule 14C Information Statement regarding the amendments to the Articles approved by the Consent. Those amendments will not become effective until at least 20 days following the date
on which a definitive Schedule 14C Information Statement is mailed to our stockholders. Approximately 57.13 percent of the voting securities of the Company entitled to vote (or 88,099,395 of the 154,209,508 possible votes) voted to approve the
Consent.
The foregoing description of the Second Amendment and the Consent does not purport to be complete and is
qualified in its entirety by reference to the full text of the documents, which are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference.
The Company issued a press release announcing entry into the Second Amendment and the change of control described below under Item 5.01 hereof. A copy of
the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.03 Material
Modification to Rights of Security Holders.
The information provided under Item 1.01 of this report is incorporated by reference into this
Item 3.03.
Item 5.01 Change in Control of Registrant.
Effective August 24, 2015, VC cancelled without consideration all of its two million (2,000,000) shares of the Company’s Preferred and three million
(3,000,000) of its shares of the Company’s common stock. As a result of this action, neither VM nor the VM Group holds a majority of the voting power of the Company which to the Company’s knowledge is no longer held by a single person or
entity or group thereof.
Item 5.07 Submission of Matters to a Vote of Security Holders
The information provided under Item 1.01 of this report is incorporated by reference into this Item 5.07.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Description |
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| 10.1 |
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Second Amendment to Voting Agreement, dated August 21, 2015 among the Company, the VM Group and each member of the board of directors of the Company. |
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| 10.2 |
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Consent of Stockholders of Medbox, Inc. dated August 21, 2015. |
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| 99.1 |
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Press Release dated August 26, 2015. |
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.
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MEDBOX, INC. |
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| Dated: August 26, 2015 |
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By: |
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/s/ Jeffrey Goh |
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Name: |
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Jeffrey Goh |
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Title: |
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President and Interim Chief Executive Officer |
EXHIBIT INDEX
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Description |
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| 10.1 |
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Second Amendment to Voting Agreement, dated August 21, 2015 among the Company, the VM Group and each member of the board of directors of the Company. |
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| 10.2 |
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Consent of Stockholders of Medbox, Inc. dated August 21, 2015. |
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| 99.1 |
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Press Release dated August 26, 2015. |
Exhibit 10.1
SECOND AMENDMENT
TO
VOTING AGREEMENT
THIS SECOND AMENDMENT TO VOTING AGREEMENT
(this “Amendment”) is made and entered into as of August 21, 2015, by and among Medbox, Inc., a Nevada corporation (the “Company”), P. Vincent Mehdizadeh (“VM”), an
individual, PVM International, Inc., a California corporation (“PVM”), and Vincent Chase, Incorporated, a California corporation (“VC”) (VM, PVM and VC are sometimes collectively referred to herein as
the “VM Group”) and Ned L. Siegel (“Siegel”), Mitch Lowe (“Lowe”) and Jennifer Love (“Love”, and collectively with Siegel and Love, the “SLLM
Group”). The VM Group and the SLLM Group are together sometimes referred to herein as the “Parties”).
RECITALS
WHEREAS, the Company, the VM group, the SLLM Group, Guy Marsala (now a former director) and the Company entered into that certain
Voting Agreement dated January 21, 2015, as amended by that certain First Amendment to Voting Agreement dated August 11, 2015 (as so amended, the “Voting Agreement”);
WHEREAS, the parties desire to amend the Voting Agreement in certain additional respects and to provide for a further extension of the
term of the Voting Agreement;
For other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree, as follows:
1.1 Section 3.3 of the Voting Agreement is hereby amended and
restated in its entirety as follows:
“3.3 TERMINATION. This Agreement shall continue in full
force and effect from the date hereof through January 20, 2016 and is not terminable for any reason prior to such date (the “Expiration Date”); provided that this Agreement shall terminate if all of the SLLM Group shall
have resigned as Directors. The Expiration Date shall be extended to July 20, 2018, provided that the Company shall make the following pre-payments on that certain Promissory Note dated June 30, 2015 in the original principal amount of
$628,877.21 made by the Company in favor of PVM (the “Note”) consisting of (i) three equal payments of principal in the amount of $82,220, together with accrued and unpaid interest on the Note, payable on each of
August 24, 2015, August 31, 2015 and September 8, 2015 and (ii) one final payment on September 14, 2015 equal to the remaining principal and accrued and unpaid interest due under the Note.”
1.2 Except as provided in Section 1.1, the Voting Agreement remains in full force and
effect, without amendment or modification.
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APPOINTMENT OF ADDITIONAL DIRECTOR UNDER SETTLEMENT AGREEMENT. |
As additional
consideration, the VM Group shall forebear from exercising their rights under Section 4 of the Settlement Agreement dated January 21, 2015, among the Company and the VM Group, to appoint a director to Medbox until the Expiration Date, as
extended by this Agreement.
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SHAREHOLDER CONSENT AND CANCELLATION OF CERTAIN STOCK |
As additional consideration, the
VM Group hereby (a) agrees to execute a shareholder written consent amending the rights and preferences of the Company’s Series A Preferred Stock in certain respects in the form attached hereto as Exhibit A (the “Consent”).
4.1 AMENDMENT OR
WAIVER. This Amendment its provisions may not be amended, modified or waived except in a writing signed by the Parties.
4.2 SUCCESSORS. This Amendment shall inure to the benefit of and be binding upon the Parties and their respective heirs,
successors, assigns, administrators, executors and other legal representatives.
4.3 ENTIRE
AGREEMENT. This Amendment represents the full and entire understanding and agreement between the Parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any representations,
warranties, covenants and agreements except as specifically set forth herein and therein. Notwithstanding the foregoing, this Section 3.3 shall not apply with regard to any agreements to which any Director is a party with the Company or
with any member of the VM Group.
4.4 COUNTERPARTS. This Amendment may be executed in one or more counterparts, each
of which will be deemed an original, and all of which together shall constitute one and the same agreement. This Amendment may be executed by facsimile, PDF or TIF signatures.
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The parties hereto have executed this Amendment as of the date first above written.
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| THE COMPANY: |
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| MEDBOX, INC. |
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| By: |
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/s/ C. Douglas Mitchell |
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Its: Chief Financial Officer |
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| THE VM GROUP: |
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| PVM INTERNATIONAL, INC. |
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| By: |
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/s/ P. Vincent Mehdizadeh |
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Its: CEO |
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| VINCENT CHASE, INC. |
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| By: |
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/s/ P. Vincent Mehdizadeh |
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Its: CEO |
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| /s/ P. Vincent Mehdizadeh |
| P. Vincent Mehdizadeh |
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| THE SLLM GROUP: |
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| /s/ Ned L. Siegel |
| Ned L. Siegel |
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| /s/ J. Mitchell Lowe |
| Mitch Lowe |
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| /s/ Jennifer Love |
| Jennifer Love |
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EXHIBIT A
FORM OF CONSENT OF STOCKHOLDERS
OF
MEDBOX, INC.
TO TAKE ACTION WITHOUT A MEETING
August 21, 2015
The
undersigned, being stockholders holding a majority of the total voting power and a majority of the voting power of the Series A Convertible Preferred Stock of Medbox, Inc., a Nevada corporation (the “Corporation”), do hereby adopt and
consent to the adoption of the following preambles and resolutions, pursuant to Section 78.320 of Nevada Revised Statutes:
WHEREAS, the Board of
Directors has deemed it advisable and in the best interest of the Corporation to amend its Articles of Incorporation as provided below;
NOW, THEREFORE,
BE IT RESOLVED: Sections IV and V of ARTICLE SIX(TH) of the Articles of Incorporation shall be amended in their entirety to read as set forth on Exhibit A hereto; and
RESOLVED FURTHER: The directors and officers of the Corporation are authorized to execute all documents and take all actions necessary to amend the Articles
of Incorporation as set forth above.
This consent may be executed in multiple counterparts, all of which taken together, shall constitute one and the
same instrument. A facsimile or electronically executed counterpart of this consent shall be effective to bind the parties executing the same to the terms of this consent.
(Remainder of this page intentionally left blank)
IN WITNESS WHEREOF, the undersigned have executed this consent as of the date first above
written.
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| PVM INTERNATIONAL, INC. |
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| By: |
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| P. Vincent Mehdizadeh, President |
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| VINCENT CHASE, INC. |
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| By: |
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| P. Vincent Mehdizadeh, President |
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| P. Vincent Mehdizadeh |
EXHIBIT A
IV. Voting Rights. Except as otherwise required by law, the holders of Series A Preferred Stock (voting on an as converted basis) and the
holders of Common Stock shall be entitled to notice of any stockholders’ meeting and to vote as a single class upon any matter submitted to the stockholders for a vote.
V. Covenants.
A. In addition to any other rights provided by law, the Corporation shall not, without first obtaining the affirmative vote or
written consent of the holders of a majority of the outstanding shares of Series A Preferred Stock, do any of the following;
1. take any action which would adversely alter or change the rights, preferences, privileges or restrictions of the Series A
Preferred Stock or increase the number of shares of such Series A Preferred Stock authorized hereby;
2. make any changes
to the terms of the Series A Preferred Stock;
3. create any new class of shares having preferences over or being on a
parity with the Series A Preferred Stock as to dividends or assets, unless the purpose of creation of such class is, and the proceeds to be derived from the sale and issuance thereof are to be used for, the retirement of all Series A Preferred Stock
then outstanding; or
4. make any payment of dividends or other distributions or any redemption or repurchase of option or
warrants to purchase stock of the Corporation, except for repurchases of options or stock issued under an equity incentive plan approved by the Board.
Exhibit 10.2
CONSENT OF STOCKHOLDERS
OF
MEDBOX, INC.
TO TAKE ACTION
WITHOUT A MEETING
August 21, 2015
The undersigned, being stockholders holding a majority of the total voting power and a majority of the voting power of the Series A
Convertible Preferred Stock of Medbox, Inc., a Nevada corporation (the “Corporation”), do hereby adopt and consent to the adoption of the following preambles and resolutions, pursuant to Section 78.320 of Nevada Revised Statutes:
WHEREAS, the Board of Directors has deemed it advisable and in the best interest of the Corporation to amend its Articles of Incorporation as provided below;
NOW, THEREFORE, BE IT RESOLVED: Sections IV and V of ARTICLE SIX(TH) of the Articles of Incorporation shall be amended in their entirety to read as set
forth on Exhibit A hereto; and
RESOLVED FURTHER: The directors and officers of the Corporation are authorized to execute all documents and take all
actions necessary to amend the Articles of Incorporation as set forth above.
This consent may be executed in multiple counterparts, all of which taken
together, shall constitute one and the same instrument. A facsimile or electronically executed counterpart of this consent shall be effective to bind the parties executing the same to the terms of this consent.
(Remainder of this page intentionally left blank)
IN WITNESS WHEREOF, the undersigned have executed this consent as of the date first above
written.
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| PVM INTERNATIONAL, INC. |
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| By: |
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| /s/ P. Vincent Mehdizadeh |
| P. Vincent Mehdizadeh, President |
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| VINCENT CHASE, INC. |
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| By: |
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| /s/ P. Vincent Mehdizadeh |
| P. Vincent Mehdizadeh, President |
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| /s/ P. Vincent Mehdizadeh |
| P. Vincent Mehdizadeh |
EXHIBIT A
IV. Voting Rights. Except as otherwise required by law, the holders of Series A Preferred Stock (voting on an as converted basis) and the
holders of Common Stock shall be entitled to notice of any stockholders’ meeting and to vote as a single class upon any matter submitted to the stockholders for a vote.
V. Covenants.
A. In addition
to any other rights provided by law, the Corporation shall not, without first obtaining the affirmative vote or written consent of the holders of a majority of the outstanding shares of Series A Preferred Stock, do any of the following;
1. take any action which would adversely alter or change the rights, preferences, privileges or restrictions of the Series A Preferred Stock
or increase the number of shares of such Series A Preferred Stock authorized hereby;
2. make any changes to the terms of the Series A
Preferred Stock;
3. create any new class of shares having preferences over or being on a parity with the Series A Preferred Stock as to
dividends or assets, unless the purpose of creation of such class is, and the proceeds to be derived from the sale and issuance thereof are to be used for, the retirement of all Series A Preferred Stock then outstanding; or
4. make any payment of dividends or other distributions or any redemption or repurchase of option or warrants to purchase stock of the
Corporation, except for repurchases of options or stock issued under an equity incentive plan approved by the Board.
Exhibit 99.1
Medbox and Shareholder Group Led by Founder
Amend Voting Agreement
- Shareholder Group Voluntarily Cancels Shares,
Effectively Relinquishing Majority Voting Position -
(Los Angeles, CA, August 26, 2015) — Medbox, Inc. (OTCQB: MDBX), a provider of specialized services to the cannabis sector,
including operators of dispensaries, cultivation centers, manufacturers and research facilities in those states where approved, today announced that Medbox and VM Group, a shareholder group led by its founder, P. Vincent Mehdizadeh, have agreed to
amend a voting agreement in connection with the company’s shares.
Under terms of the voting agreement amendment, VM Group executed a
majority shareholder consent to eliminate certain super voting rights from the company’s Series A Preferred Stock, and further deferred VM Group’s right to appoint a director to the company’s board. The amendment also extended the
expiration date of the voting agreement to July 2018, and the company agreed to accelerate the remaining $328,877 payments due on a promissory note to a member of VM Group.
Medbox also announced that VM Group voluntarily cancelled and retired all of its two million Medbox preferred shares and three million of its Medbox common
shares, effectively relinquishing VM Group’s majority voting position.
“The action of VM Group has the effect of extending greater voting
authority among all shareholders and should have a positive long-term impact on the company’s corporate structure,” said Jeff Goh, President and interim Chief Executive Officer of Medbox. “As a management team, we will continue to
focus our attention on growing the company and enhancing shareholder value, and aggressively pursuing the many opportunities that we believe are ahead for us in the burgeoning marijuana sector.”
About Medbox, Inc.
Medbox, Inc., a leader in the rapidly
emerging cannabis sector, provides specialized services to operators of dispensaries, cultivation centers, manufacturers and research facilities in those states where approved. Through trusted clients and affiliates, the company promotes efficient,
consistent, high quality products that are priced right, readily available and safely packaged.
For more information about the company or to explore partnership, please visit www.medbox.com.
Forward-Looking Statements
Certain statements in this
press release constitute forward-looking statements within the meaning of federal securities laws. Such statements, including, but not limited to, VM Group’s action having a positive long-term impact on the company’s corporate structure,
are based on current beliefs and expectations and are inherently subject to significant business, economic, regulatory and competitive uncertainties and contingencies, many of which are beyond the company’s control. In addition, certain
forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Potential risks and uncertainties also include, but are not limited to, regulatory developments in the
industry, as well as political and economic conditions present within the industry. For a more detailed description of the risk factors associated with the company, please refer to the company’s latest Annual Report on Form 10-K, and in
particular, the section entitled “Risk Factors” therein, and in other periodic reports the company files with the Securities and Exchange Commission thereafter. The company does not assume any obligation to update any forward-looking
statement to reflect events or developments after a forward-looking statement was made, unless required by law.
For more information, contact:
Janet Simmons
PondelWilkinson Inc.
310-279-5980
pwinvestor@pondel.com