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): October 28, 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)
(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):
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On October 28, 2015 Manuel Flores, 43, a partner in the Chicago office
of the Arnstein & Lehr law firm, was elected to the board of directors of the Company (the “Board”). The Board also appointed Mr. Flores to serve as (i) Chairman of the Audit Committee of the Board in place of
Mr. Ned L. Siegel who will continue as Chairman of the Governance and Nominating Committee, and (ii) as a member of each of the Compensation Committee and the Governance and Nominating Committee of the Board. It further appointed J.
Mitch Lowe, a member of the Medbox board currently serving as chairman of the Compensation Committee and as a member of the Governance and Nominating Committee, to serve also as a member of the Audit Committee.
Prior to joining his law firm, Mr. Flores served as the Acting Secretary at the Illinois Department of Financial and Professional
Regulation from November 2012 until January 2015. As Acting Secretary Mr. Flores had direct oversight of the development of the Illinois medical cannabis dispensary regulations. From February 2011 until November 2012, Mr. Flores served as
Director of the Division of Banking of the Illinois Department of Financial and Professional Regulation. As a member of the Conference of State Bank Supervisors during such time, Mr. Flores worked with state regulators from around the country
to shape policy on significant and emerging issues in the financial services industry. Prior to serving in such role, Mr. Flores spent one year as the Acting Chairman for the Illinois Commerce Commission involved with regulating investor-owned
utilities in the areas of electricity, gas, water and telecommunications. Prior to the ICC, he served as 1st Ward Alderman on the Chicago City Council for nearly two terms and before that he served as an Assistant State’s Attorney in the Office
of the Cook County State’s Attorney from 2000 to 2003.
On November 2, 2015, the Company issued a press release announcing the
appointment of Mr. Flores as a director. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Description |
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| 99.1 |
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Press Release |
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: November 2, 2015 |
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By: |
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/s/ Jeff Goh |
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Name: |
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Jeff Goh |
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Title: |
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Interim Chief Executive Officer and President |
Exhibit 99.1
Manuel Flores, Former State Banking and Medical Cannabis Regulator,
Joins Medbox Board of Directors
(LOS
ANGELES, CA, November 2, 2015) – Medbox, Inc. (OTCQB: MDBX), a leading cannabis company focused on quality products, compliance, operational excellence and continuous innovation, today announced that Manuel Flores has been appointed to
the company’s board of directors, increasing the size of the board to four members.
Flores, 43, brings to Medbox significant business and
professional experience, including direct oversight of the development of the Illinois medical cannabis dispensary regulations. He also has worked closely with state regulators throughout the country to help shape policy on significant and emerging
issues in complex regulated industries.
Currently a partner in the Banks and Financial Institutions Practice Group at the Chicago office of law firm
Arnstein & Lehr LLP, Flores previously was Acting Secretary at the Illinois Department of Financial and Professional Regulation, where in addition to his involvement with the cannabis sector, he was recognized for streamlining the
organization’s operations, increasing transparency, engaging with consumers and industry leaders and raising the agency’s national profile. Earlier in his career, he served as 1st Ward
Alderman on the Chicago City Council. Flores also was a prosecutor in the Cook County State’s Attorney’s Office.
“I am pleased to be
joining the Medbox board at a momentous time for the cannabis sector and at a positive inflection point for the company,” said Flores. “Medbox has made great pioneering strides attracting a talented operating team and positioning itself to
become a leader in the cannabis industry. I look forward to being part of and contributing to the company’s momentum.”
Ambassador Ned L.
Siegel, Medbox Chairman of the Board, said, “Manny Flores’ tremendous cannabis industry insight and experience on a national level is both timely and highly relevant to our company and our industry. We welcome him to our team and look
forward to the guidance and contributions he will make in the next phase of our corporate growth and development.”
As part of his board role with
Medbox, Flores becomes Chairman of the Audit Committee, and a member of the Compensation and Governance & Nominating Committees. Additional directors of Medbox include J. Mitchell Lowe, co-founder of Netflix and former Redbox President, and
Jeff Goh, the company’s President and interim CEO.
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, contributions the new board member will make to the company’s corporate growth and development, 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
investor@pondel.com
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